Tibet Gaozheng Explosive Co.Ltd(002827)
Prior approval opinions of independent directors on matters related to the seventh meeting of the third board of directors of the company
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the Tibet Gaozheng Explosive Co.Ltd(002827) articles of association, on-site working system of independent directors and other relevant provisions, Tibet Gaozheng Explosive Co.Ltd(002827) (hereinafter referred to as “the company”) provided us with the relevant materials of the board of directors before the seventh meeting of the third board of directors. As an independent director of the company, we expressed our prior approval opinions on the following matters:
1、 Prior approval opinions on inter-bank lending and related party transactions with the controlling shareholders of the company
The independent directors of the company believe that the company’s borrowing funds from the controlling shareholders is mainly to meet the needs of the company’s capital turnover and operation, and the setting, calculation and collection of borrowing amount and interest rate are fair and reasonable. The relevant arrangements comply with the relevant provisions of laws, regulations and normative documents, and there is no damage to the interests of the company and all non affiliated shareholders, especially minority shareholders.
We agree to submit the proposal on inter-bank lending and related party transactions with the controlling shareholders of the company to the seventh meeting of the third board of directors for deliberation, and the related directors shall withdraw from voting.
2、 Prior approval opinions on related party transactions between the company and subsidiaries of controlling shareholders
The independent directors of the company believe that the price of the related party transaction between the company and the related party Tibet Tibetan building materials and greening Co., Ltd. follows the principles of openness, fairness, impartiality and market pricing, and does not infringe the interests of all shareholders of the company, especially small and medium-sized investors. This related party transaction is reasonable.
We agree to submit the proposal on related party transactions between the company and its controlling shareholder subsidiaries to the seventh meeting of the third board of directors of the company for deliberation, and the related directors should avoid voting.
(this page is the signature page of Tibet Gaozheng Explosive Co.Ltd(002827) independent directors’ prior approval opinions on matters related to the seventh meeting of the third board of directors of the company) signature of independent directors:
Cao Minzhong, Li Ziyang, Hu Yangyu
May 20, 2022
