Enn Natural Gas Co.Ltd(600803) independent director
Prior approval opinions on matters related to the 44th meeting of the ninth board of directors
Enn Natural Gas Co.Ltd(600803) (hereinafter referred to as “the company”) intends to purchase 90% equity of ENN (Zhoushan) LNG Co., Ltd. (hereinafter referred to as “the target company”) jointly held by ENN Technology Development Co., Ltd., ENN Group Co., Ltd. and ENN holding Investment Co., Ltd. (hereinafter referred to as “the transaction”) by issuing shares and paying cash. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), the rules for independent directors of listed companies, the listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the Enn Natural Gas Co.Ltd(600803) articles of Association (hereinafter referred to as the “articles of association”), and other relevant provisions, The board of directors of the company provided the independent directors with the relevant materials of the board of directors before the 44th meeting of the ninth board of directors.
In accordance with the relevant provisions of the company law, the securities law, the reorganization management measures and the articles of association, as independent directors of the company, we have conducted a pre review on the matters related to this transaction to be submitted to the board of directors of the company for deliberation in a serious and responsible manner and based on an independent, prudent and objective position. Our opinions are as follows:
We believe that this transaction plan complies with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of restructuring and the provisions on Several Issues concerning the standardization of major asset restructuring of listed companies. This transaction is in line with the company’s strategic plan, which is conducive to enhancing the company’s sustainable profitability and development potential, improving the company’s asset quality and profitability, and improving the company’s value and shareholder return; The underlying assets of this transaction are priced on the basis of the evaluation results. The transaction price is fair and reasonable, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
Based on the above, we agree with the overall arrangement of the board of directors on the transaction, and submit the relevant matters related to the transaction to the 44th meeting of the ninth board of directors for deliberation. The related directors shall avoid voting on the relevant proposals in accordance with the provisions of relevant laws, regulations and the articles of association.
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Li Xingang, Qiao Gangliang, Tang Jiasong
（QIAO GANGLIANG）
Zhang Yu
specific date
