Independent director of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd
With regard to the prior approval opinions on the relevant proposals of the 35th meeting of the third board of directors of the company, in accordance with the guiding opinions on the establishment of independent director system in listed companies and other laws, regulations and normative documents of China Securities Regulatory Commission, as well as the relevant provisions of the articles of association of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd., we are the independent directors of the company, The company has communicated in advance on the relevant matters to be considered at the 35th meeting of the third board of directors. After full discussion, the prior approval opinions are 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 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.
2. 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.
3. This transaction of the company constitutes a related party transaction. The board of directors of the company shall apply the approval procedures for related party transactions when considering the proposals related to this transaction, and the related directors shall withdraw according to law when considering the relevant proposals.
Based on the above, we unanimously agree to submit the proposals related to this transaction to the 35th meeting of the third board of directors of the company for deliberation.
2、 Independent opinions on the forecast of daily connected transactions in 2022
The daily related party transactions that the company intends to have with related parties in 2022 are required for normal production and operation, and are needed to give play to the synergy between the company and related parties and promote the development of the company. The transaction pricing follows the principles of openness, fairness, impartiality and marketization. The transaction price is fair and reasonable, has no impact on the independence of the listed company, and does not damage the company and all shareholders Especially the interests of minority shareholders.
We unanimously agreed to submit the proposal on the prediction of daily connected transactions of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. in 2022 to the 35th meeting of the third board of directors for deliberation.
Independent directors: Yang Zuyi, Shen Jianwen, Yao Wenying January 12, 2022
