Enn Natural Gas Co.Ltd(600803) independent director
Independent opinions on matters related to the 44th meeting of the ninth board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”) and the Enn Natural Gas Co.Ltd(600803) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, As an independent director of Enn Natural Gas Co.Ltd(600803) (hereinafter referred to as the “company” and “listed company”), we have carefully and responsibly understood and verified the relevant matters considered at the 44th meeting of the ninth board of directors in a strict self-discipline and realistic attitude. Based on the position of independent judgment, we express our independent opinions as follows:
1. The proposal on the company’s compliance with the conditions for issuing shares and paying cash to purchase assets and other relevant proposals considered at the 44th meeting of the ninth board of directors have been approved by us in advance before being submitted to this board meeting for deliberation.
2. The relevant proposals involved in this exchange were adopted at the 44th meeting of the ninth board of directors of the company. The convening and convening procedures, voting procedures and methods of the board meeting comply with the provisions of relevant national laws, regulations, normative documents and the articles of association, and the related directors have avoided voting.
3. This transaction plan complies with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the reorganization management measures, the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies (hereinafter referred to as the “provisions on certain issues”), and is operable. This transaction constitutes a major asset restructuring, and the company meets all conditions and requirements for the implementation of this transaction.
4. This transaction plan and all agreements signed by all parties on this transaction comply with the provisions of the company law, the securities law, the measures for the administration of reorganization, the measures for the administration of securities issuance of listed companies, other relevant laws and regulations and normative documents issued by the CSRC. We agree that the company and the counterparty sign the above agreements and the overall arrangement of the board of directors of the company on this transaction.
5. The report on Enn Natural Gas Co.Ltd(600803) issuing shares and paying cash to purchase assets and related party transactions (Draft) (hereinafter referred to as the “draft”) and its abstract prepared by the company for this transaction comply with the relevant requirements of the measures for the administration of restructuring, the provisions on certain issues and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies. We agree with the relevant contents of the above draft and its summary.
6. The company has hired an audit institution complying with the provisions of the securities law to issue relevant audit reports and review reports for reference for this transaction, and hired an evaluation institution complying with the provisions of the securities law to issue relevant asset evaluation reports for this transaction. We agree with the review reports of the above relevant audit reports, evaluation reports and financial statements for reference issued by professional institutions.
7. This transaction is based on the appraisal report issued by the asset appraisal institution in line with the provisions of the securities law. The pricing principles and methods are appropriate, the transaction is fair and reasonable, and the necessary internal decision-making procedures are performed. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
To sum up, we believe that the procedures currently performed in this transaction comply with the provisions of relevant national laws, regulations and policies, comply with the standards of openness, fairness and impartiality, comply with the interests of the company and all shareholders, and do not harm the legitimate interests of minority shareholders. We agree with the general arrangement made by the board of directors on this transaction and agree to submit the proposals related to this transaction to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of the independent opinions of Enn Natural Gas Co.Ltd(600803) independent directors on relevant matters of the 44th meeting of the ninth board of directors)
Li Xingang, Qiao Gangliang, Tang Jiasong
（QIAO GANGLIANG）
Zhang Yu
specific date
