Independent director of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd
Independent opinions on relevant proposals of the 35th 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 Listing Rules of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the administrative measures for major asset restructuring of listed companies, the administrative measures for securities issuance of listed companies and other laws and regulations As an independent director of the company, we have reviewed the relevant matters considered at the 35th meeting of the third board of directors of the company. Based on our independent and objective judgment, we hereby express our independent opinions as follows:
1、 Independent opinions on this transaction
1. The company plans to purchase Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd., Sichuan Jinxiang Sairui Chemical Co., Ltd., Hefei Wufeng Investment Co., Ltd., Chengdu Guoheng No. 1 investment partnership (limited partnership), Aksu Investment Construction Group Co., Ltd., shayariyang investment limited partnership Meishan Jinye enterprise management planning center (limited partnership), Aksu Xinfa Mining Co., Ltd., alar Tongzhong state owned Assets Management Co., Ltd., Shaoxing Sanye Foreign Trade Co., Ltd., Ding Ling, Xinjiang Shaya Urban Construction Investment Co., Ltd., Xinjiang Jinding Heavy Industry Co., Ltd., Ren Hu, Zhu Xueqian Zhou Jun held 100% equity of Xinjiang Yuxiang Populus euphratica Chemical Co., Ltd. and raised supporting funds (hereinafter referred to as “this transaction”). The company’s proposals related to this transaction have been approved by us in advance before being submitted to the board of directors for deliberation. The 35th meeting of the third board of directors of the company considered and approved the relevant proposals of this transaction. When the board of directors considered the relevant proposals of this transaction, the related directors avoided voting. The convening, convening and voting procedures of the board of directors comply with the provisions of relevant Chinese laws, regulations, normative documents and the articles of association, and the relevant resolutions of the board of directors on this transaction are legal and effective.
2. The company meets all conditions for the implementation of this transaction.
3. The company’s plan for this transaction and the relevant transaction agreement to be signed by the company comply 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, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents. The plan is reasonable and operable, It is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders. 4. The company will employ audit institutions and evaluation institutions in accordance with the provisions of the securities law of the people’s Republic of China to audit and evaluate the underlying assets involved in this transaction. The final transaction price of the underlying assets involved in this transaction will be based on the evaluation results of the evaluation report issued by the above evaluation institution and determined by all parties through consultation, which can ensure the fairness and rationality of the pricing of the underlying assets, comply with the provisions of relevant laws and regulations, and do not damage the interests of the company and all shareholders, especially minority shareholders.
5. This transaction of the company is expected to constitute a major asset reorganization, not a reorganization and listing, but a related party transaction. When the board of directors deliberated on the proposal related to this transaction, the related directors avoided voting. The company has fulfilled the obligation of information disclosure as required, and the procedures performed comply with the provisions of relevant laws, regulations and normative documents.
6. The pricing of the shares issued by the company in this transaction complies with the provisions of relevant laws, regulations and normative documents. The pricing principle is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders.
7. The assets to be purchased in this transaction will help to improve the company’s sustainable profitability and enhance the market anti risk ability. This transaction will further improve the company’s asset quality, enhance the market competitiveness, be conducive to the sustainable development of the company, comply with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
8. The audit and evaluation of the underlying assets involved in this transaction have not been completed. After the completion of relevant audit and evaluation, the company will convene another meeting of the board of directors to consider the relevant matters of this transaction, and we will express our opinions on the relevant matters again at that time.
In conclusion, we believe that this transaction complies with the provisions of relevant laws and regulations and the interests of the company and all shareholders, and agree with the relevant arrangements of the board of directors of the company on this transaction.
2、 Independent opinions on the forecast of daily connected transactions in 2022
The company’s daily related party transactions of this year have been approved by us in advance before being submitted to the board of directors for deliberation. We believe that the related party transaction meets the needs of the company’s business development. The related party transaction follows the principles of fairness, impartiality and openness. The pricing method is fair and reasonable, and the transaction price is fair. There is no situation that damages the interests of the listed company and all shareholders, especially small and medium-sized shareholders; When the board of directors of the company deliberated on the relevant proposals, the related directors avoided voting in accordance with the provisions, and the voting procedures were in line with the provisions of relevant laws and regulations.
Accordingly, we agree to the company’s daily related party transactions in 2022 and submit them to the general meeting of shareholders for deliberation.
Independent directors: Yang Zuyi, Shen Jianwen, Yao Wenying January 17, 2022
