Tibet Gaozheng Explosive Co.Ltd(002827) independent directors about
Independent opinions 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, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board 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, As an independent director of Tibet Gaozheng Explosive Co.Ltd(002827) (hereinafter referred to as “the company” or ” Tibet Gaozheng Explosive Co.Ltd(002827) “), we carefully reviewed the proposals considered at the seventh meeting of the third board of directors of the company and expressed the following independent opinions:
1、 Independent opinions on using some idle self owned funds to buy short-term financial products
The company used its own funds to purchase financial products, fulfilled the corresponding approval procedures, and complied with relevant laws and regulations, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant systems and regulations. At present, the company is in good operating condition and stable financial condition. On the premise of ensuring the normal operation capital demand and capital safety of the company, using some idle self owned funds to invest in financial products is conducive to improving the use efficiency of the company’s self owned funds and improving the profitability of the company, which will not affect the normal development of the company’s main business, nor will it damage the interests of the company and all shareholders, especially small and medium-sized shareholders It is agreed that the company and its subsidiaries use their own funds with a limit of no more than 200 million yuan to purchase financial products, and the investment period is no more than 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and period, the funds can be used on a rolling basis, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) does not exceed 200 million yuan.
2、 Independent opinions on inter-bank lending and related party transactions with the controlling shareholders of the company
The company has followed the principles of fairness, impartiality and marketization in lending funds to the controlling shareholders. The setting and collection of lending amount and interest rate are fair and reasonable, there is no transfer of interests and other phenomena, and there is no damage to the interests of the company and all non affiliated shareholders, especially small and medium-sized shareholders. When the board of directors of the company deliberated on this matter, the related directors withdrew according to law, and the convening and voting procedures of the board of directors were legal and effective, in line with the relevant provisions of laws and regulations and the articles of association. We agree to this proposal and agree to submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation, and the related shareholders should avoid voting.
3、 Independent opinions on the election of non independent directors of the third board of directors of the company
1. The qualification of non independent director candidate Mr. basanton Zhu is legal and valid. After reviewing Mr. basanton Zhu’s resume, there is no one of the circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; It has not been publicly recognized by the stock exchange as unsuitable for serving as directors, supervisors and senior managers of listed companies.
2. The nomination procedure of Mr. bassantonzhu complies with the relevant provisions of the company law, the guidelines for the governance of listed companies, the articles of association and other laws and regulations.
3. It is understood that Mr. bassantonzhu’s educational background, work experience and physical condition are competent for the responsibilities of non independent directors.
Therefore, we unanimously agree to the nomination of Mr. bassantonzhu as a candidate for non independent director.
4、 Independent opinions on the appointment of the general manager of the company
1. The procedures for the board of directors to appoint the general manager are legal and comply with the relevant provisions of the company law, the guidelines for the governance of listed companies and the articles of association.
2. After review, the resume and other materials of the general manager, Mr. BA sangdunzhu, were not found to have the circumstances specified in Article 146 of the company law, nor were they identified as prohibited persons by the CSRC, nor were they publicly identified by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies.
We believe that Mr. basanton Zhu’s qualifications meet the relevant provisions of the company law, the guidelines for the governance of listed companies and the articles of association. We unanimously agree to appoint Mr. basanton Zhu as the general manager of the company.
5、 Independent opinions on related party transactions between the company and subsidiaries of controlling shareholders
Based on the principle of independent and objective judgment, we have carefully reviewed the proposal on related party transactions between the company and its controlling shareholder subsidiaries. We believe that the transaction price between the company and its related party Tibet Tibetan building materials and greening Co., Ltd. follows the principles of openness, fairness, impartiality and market-oriented pricing. When voting on the proposal, the related directors avoided voting and implemented the relevant avoidance voting system. The trading and decision-making procedures comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, comply with the interests of the listed company and all shareholders, and do not damage the interests of the company and other shareholders, especially small and medium-sized shareholders and non associated shareholders. We agree to this proposal and agree to submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation, and the related shareholders should avoid voting.
(this page is the signature page of Tibet Gaozheng Explosive Co.Ltd(002827) independent directors’ independent 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 24, 2022
