Tianjin Binhai Energy & Development Co.Ltd(000695) independent director
Prior approval opinions on related party transactions of the 15th session of the 10th board of directors
As Tianjin Binhai Energy & Development Co.Ltd(000695) independent directors, we express the following prior approval opinions on the related party transactions of the company’s loan from Xuyang Holding Co., Ltd. to be considered by the board of directors:
We have carefully reviewed the relevant materials of the proposal on signing loan agreements and related party transactions between the company and the controlling shareholders to be submitted to the board of directors of the company for deliberation. After full discussion, we believe that the pricing of the above related party transactions is fair and reasonable, there is no damage to the interests of the listed company and all shareholders, and it is in line with the interests of the company and all shareholders, The company will not rely on affiliated enterprises due to the above transactions.
We agree to submit the related party transactions of the company’s loan from Xuyang Holding Co., Ltd. to the 15th meeting of the 10th board of directors for deliberation.
Independent directors: Xian Guoming, fan Dengyi, Li Shengnan March 10, 2022
Tianjin Binhai Energy & Development Co.Ltd(000695)
Opinions of independent directors on related party transactions of the 15th session of the 10th board of directors
Tianjin Binhai Energy & Development Co.Ltd(000695) the 15th meeting of the 10th board of directors was notified on March 5, 2022 and held in the form of communication meeting on March 11. The company has 9 directors in total and 9 actually participated in the meeting. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. After deliberation, the meeting adopted the following proposals:
Proposal on the company’s borrowing from controlling shareholders and related party transactions.
Our independent opinions on the above motion are as follows:
1. On the voting procedure of resolutions.
According to the provisions of the Listing Rules of Shenzhen Stock Exchange, Xuyang Holding Co., Ltd. is the main body of the actual control company. There is a related relationship between the two parties, and the transaction with Xuyang Holding Co., Ltd. belongs to related party transaction.
During the deliberation of the above related party transactions, the related directors Jia Yunshan, Li Qinghua, Yuan Xixian and Zhang Jianguo in the board of directors have avoided voting, and the other five non related directors unanimously approved the above related party transactions, which is in line with the provisions of relevant laws, regulations and the articles of Association.
2. About the fairness of the transaction. The loan interest rate agreed in the loan agreement is the one-year loan market quotation rate (LPR) standard published by the national interbank lending center on the effective date of the loan agreement, which is carried out in accordance with the principle of fairness and fairness.
The above related party transactions are conducive to supplement the company’s working capital, repay the loans of some financial institutions, further optimize the asset liability structure, and are conducive to the sustainable development of the company. There is no damage to the interests of the listed company and all shareholders, which is in line with the interests of the company and all shareholders.
We agree to the related party transactions of the company’s borrowing from Xuyang Holding Co., Ltd.
Independent directors: Xian Guoming, fan Dengyi, Li Shengnan March 11, 2022
