Gansu Shangfeng Cement Co.Ltd(000672) independent director
Independent opinions on repurchase of shares of the company by means of centralized bidding transaction
In accordance with the independent director rules of listed companies, the stock listing rules of Shenzhen Stock Exchange, the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and other relevant laws and regulations of China Securities Regulatory Commission, as well as the articles of association and other company documents, we are the independent director of Gansu Shangfeng Cement Co.Ltd(000672) (hereinafter referred to as the “company”), The independent opinions on relevant matters considered at the 42nd meeting of the ninth board of directors are as follows:
1. The company’s share repurchase plan complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies No. 9 – share repurchase and other laws, regulations and normative documents, as well as the relevant provisions of the articles of Association. The voting procedures at the meeting of the board of directors to review the matter are legal and compliant.
2. The shares repurchased this time are used for employee stock ownership plan or equity incentive, which is conducive to establishing a perfect long-term incentive and restraint mechanism, fully mobilizing the enthusiasm of the company’s senior managers and core backbone personnel, promoting the long-term development of the company and safeguarding the interests of all shareholders.
3. The total amount of funds to be used for repurchase this time is no less than RMB 200 million and no more than RMB 300 million. The source of funds is self owned funds, and the price of repurchased shares is no more than 25.00 yuan / share. This repurchase will not have a significant impact on the company’s operation, financial situation and future development, and will not affect the company’s listing status.
4. This repurchase is implemented in the form of centralized bidding, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
To sum up, we believe that this share repurchase of the company complies with the provisions of laws and regulations and the articles of association, is conducive to enhancing the value of the company, will not affect the company’s sustainable operation ability, will not affect the company’s future financial status and operating results, and is in line with the interests of the company and all shareholders.
Independent directors: Huang can, Liu Guojian, Yu Junxian March 16, 2022
