Tong Petrotech Corp(300164) independent director
On matters related to the 23rd Meeting of the 6th board of directors
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and other relevant laws and regulations, as well as the articles of Association, the working system of independent directors and other relevant provisions, As an independent director of the 7th board of directors of Tong Petrotech Corp(300164) (hereinafter referred to as “the company”), based on the relevant position of independent judgment, I hereby express the following independent opinions on the relevant matters of the 23rd Meeting of the 7th board of directors of the company:
1、 Independent opinions on signing performance compensation and performance commitment change agreement
1. According to Article 13 of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties (hereinafter referred to as “guidelines for the supervision of listed companies No. 4”), and considering the stability of the company’s management, it is conducive to protecting the long-term interests of the company.
Therefore, the modification of the performance commitment complies with the relevant provisions of the guidelines for the supervision of listed companies No. 4. 2. Although the compensation scheme has been adjusted, the change has delayed the performance commitment period, and the commitment amount and equity transfer payment conditions are set more scientifically and reasonably, which will stimulate and supervise the operation and management team of Yilong Hengye, more fully mobilize its production and operation enthusiasm, and promote it to better complete the promised performance in the future performance commitment period, which is conducive to the rights and interests of listed companies and shareholders in the long run.
3. The above matters comply with relevant laws, regulations and the articles of association. The decision-making procedures are legal and effective and will not have an adverse impact on the normal operation and business development of the company.
To sum up, we agree with the plan to adjust the performance commitment and compensation. The change of commitment is more conducive to the stable growth of the future operating performance of Yilong Hengye and the listed company, and is more conducive to the long-term interests of the listed company and its shareholders.
2、 Independent opinions on using idle raised funds for cash management
The independent directors of the company carefully reviewed the proposal on the use of idle raised funds for cash management, and agreed that the company’s rational use of idle raised funds for cash management of no more than RMB 80 million (including this amount) without affecting the construction of raised funds and the normal operation of the company is conducive to improving the use efficiency of idle raised funds and increasing the investment income of the company, It is in line with the interests of the company and all shareholders to obtain more returns for the company and shareholders, and there is no case of changing the purpose of the raised funds in a disguised form, or damaging the interests of the company and all shareholders, especially minority shareholders. The decision-making and deliberation procedures of this matter are legal and compliant, and express clear consent to the above matters.
Independent director: Mei Shenshi, Zhao Lihong
February 13, 2024
