Sichuan Development Lomon Co.Ltd(002312)
Independent opinions of independent directors on matters related to the 14th meeting of the 6th board of directors
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of major asset restructuring of listed companies, and the stock listing rules of Shenzhen Stock Exchange As an independent director of Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as the "company"), as an independent director of Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as the "company"), based on the principle of independent and objective judgment, We have reviewed the relevant matters considered at the 14th meeting of the 6th board of directors of the company and issued independent opinions as follows:
1、 Independent opinions on matters related to the company's issuance of shares to purchase assets and related party transactions
We are satisfied that the company plans to develop Sichuan Mining Group Co., Ltd Sichuan Salt Industry Corporation issued shares to purchase 100% equity of Sichuan development Tianrui Mining Co., Ltd. and related party transactions (hereinafter referred to as "this transaction") (including but not limited to the proposal on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions and the report on and abstract, proposal on signing the supplementary agreement to the agreement on issuing shares to purchase assets with effective conditions, proposal on signing the performance compensation agreement to the agreement on issuing shares to purchase assets with effective conditions, etc.) have been reviewed. Based on independent judgment, independent opinions are hereby expressed as follows:
1. This transaction constitutes a connected transaction. The proposals related to this transaction submitted to the 14th meeting of the sixth board of directors of the company for deliberation have been approved by us in advance before being submitted to the board of directors for deliberation. The relevant proposals of this transaction were considered and adopted at the 14th meeting of the sixth board of directors of the company, and the related directors have avoided voting according to law. The convening, convening and voting procedures of the board meeting comply with the provisions of relevant laws, regulations and the articles of association, and the resolutions of the board meeting are legal and effective.
2. This transaction complies with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, other relevant laws and regulations and normative documents issued by the CSRC. This transaction is conducive to the company's continuous improvement of the "mineralization integration" industrial chain and the formation of synergy between mineral resources and chemical industry, It is conducive to optimizing the company's financial situation, promoting the company's sustainable and healthy development, improving the company's asset quality and comprehensive competitiveness, enhancing the company's independence, solving potential horizontal competition, reducing related party transactions and enhancing sustainable profitability. This transaction is necessary and reasonable, has basic feasibility and operability, has no major legal and policy obstacles, and is in line with the long-term development of the company and the interests of the company and all shareholders.
3. The issue price of this transaction is determined with reference to market practices on the basis of full consideration of factors such as changes in the capital market environment and regulatory requirements for state-owned assets, The transaction price of the underlying assets is determined through negotiation based on the evaluation results of the evaluation report issued by the evaluation institution with securities service qualification hired by the company and filed by the state-owned assets supervision and administration institution or its authorized unit. The pricing principles and methods of related party transactions are appropriate, reflecting the principles of fair, open and fair market, The company has fulfilled the necessary internal decision-making procedures for related party transactions at this stage, and there is no situation that damages the interests of the company and its shareholders, especially minority shareholders.
4. The company has fulfilled necessary information disclosure obligations in accordance with relevant laws and regulations, and signed confidentiality agreement with relevant intermediaries.
5. The company has put forward filling measures for the dilution of the immediate return in the year when the transaction is completed. In order to prevent the dilution of the immediate return, the directors and senior managers of the company have also issued relevant commitments, which is in line with the interests of all shareholders of the company and does not damage the interests of the company and other shareholders.
6. This transaction still needs to be deliberated and approved by the general meeting of shareholders of the company, approved by the competent State-owned Assets Supervision and administration institution or its authorized unit, approved by China Securities Regulatory Commission and other necessary approvals, approvals, filings or permits that may be involved.
In conclusion, as an independent director of the company, we agree to the relevant matters of the company's transaction and the overall arrangement of the company's board of directors on the transaction; This transaction complies with the provisions of relevant laws, regulations, normative documents and the articles of association, is conducive to the development of the listed company, is in line with the interests of the company and all shareholders, especially the minority shareholders, and does not damage the interests of the company and minority shareholders.
2、 Independent opinions on the proposed signing of custody agreement and related party transactions
1. The signing of the custody agreement and related party transactions has been approved by us in advance before being submitted to the board of directors of the company for deliberation. We agree to submit the proposal to the 14th meeting of the sixth board of directors of the company for deliberation.
2. The signing of the custody agreement by the company is the need of the operation and management of both parties to the transaction. The transaction price conforms to the principle of fair, open and fair market transaction pricing, and conforms to the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association. There is no situation that damages the interests of the company and minority shareholders.
3. During the deliberation of the proposal, the deliberation procedures were legal and effective, the connected directors avoided voting, and the deliberation and voting procedures of connected transactions were in line with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of association. In conclusion, we agree to sign the custody agreement and submit this proposal to the general meeting of shareholders for deliberation. (there is no text on this page, which is the signature page of independent opinions of independent directors)
Independent director (signature):
Zhou Yousu:
Feng Zhibin:
Ma Yongqiang:
January 14, 2002
