Hengyi Petrochemical Co.Ltd(000703) independent director
Independent opinions on matters related to the 16th meeting of the 11th board of directors
As an independent director of Hengyi Petrochemical Co.Ltd(000703) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, in a prudent and responsible manner, he carefully reviewed the relevant materials considered at the 16th meeting of the 11th board of directors of the company, After listening to the explanation of the company’s management, we hereby express our independent opinions as follows:
1、 Proposal on the estimated amount of daily connected transactions in 2022
1. The company expects that the daily related party transactions in 2022 will be open, fair and just, which will help improve the integration advantages of the industrial chain and promote the coordinated development of the main business; The rights and obligations of both parties to the related party transaction contract are fair and reasonable; The transaction price shall follow the principles of fairness and reasonableness and be determined with reference to the market price.
2. The estimated procedures of daily connected transactions in 2022 are legal and effective, and comply with the provisions of the articles of association and the management system of connected transactions; The performance of the transaction conforms to the interests of the company and all shareholders, has no adverse impact on the independence of the company, and will not damage the interests of the company and non affiliated shareholders.
3. It is agreed to submit this proposal to the general meeting of shareholders of the company for deliberation.
2、 Proposal on determining the company’s guarantee for holding subsidiaries and mutual insurance amount between holding subsidiaries in 2022
1. The guarantee matters considered by the board of directors of the company comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective; Moreover, the guarantee matters are the company’s guarantee to the holding subsidiaries and the mutual guarantee between the holding subsidiaries. The risk is controllable and in line with the interests of the company. There is no situation that damages the interests of the company or minority shareholders.
2. It is agreed to submit this proposal to the general meeting of shareholders of the company for deliberation.
3、 Proposal on carrying out foreign exchange hedging business in 2022
1. The foreign exchange hedging business to be carried out by the company for the purpose of avoiding the risk of exchange rate or interest rate fluctuation is closely related to the daily business needs of the company and complies with the provisions of relevant laws and regulations. Moreover, the company has formulated the management system of foreign exchange derivatives trading business to strengthen risk management and control. The deliberation and voting procedures of the proposal on carrying out foreign exchange hedging business in 2022 comply with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association, and the voting results are legal and valid.
2. Agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
4、 Proposal on carrying out commodity hedging business in 2022
1. The relevant approval procedures for the company to use its own funds to carry out commodity hedging business comply with relevant national laws, regulations and the articles of association.
2. The company has established a sound decision-making and risk control organization for carrying out commodity hedging business, formulated the commodity derivatives trading management system, strictly implemented the operating procedures and implemented in accordance with the system requirements.
3. The company’s commodity hedging transaction is mainly to avoid the risk of price fluctuation of raw materials and products, which is closely related to the company’s operation and does not damage the interests of the company and all shareholders.
4. The maximum amount and transaction type of annual hedging business margin determined by the company meet the actual needs of the company, which is conducive to the company’s reasonable control of transaction risk.
5. As an effective tool to avoid the risk of price fluctuation, commodity hedging business can give full play to the company’s competitive advantage by strengthening internal management, implementing risk prevention measures and improving business level. It is necessary for the company to carry out hedging business and the risk can be controlled. The company’s commodity hedging business is conducive to ensuring the company’s operating benefits and reducing production and operation risks.
6. It is agreed to submit this proposal to the general meeting of shareholders of the company for deliberation.
5、 Proposal on financial support and related party transactions provided by controlling shareholders to the company
1. This related party transaction is the short-term working capital support applied by the company to the controlling shareholder Zhejiang Hengyi Group Co., Ltd. and is the need of the company’s business development and business plan, which is conducive to the company’s improvement of financing efficiency and used to supplement the working capital for the company’s daily operation. This related party transaction is based on the principle of fairness, the interest expense paid does not exceed the actual financing cost of the controlling shareholder, the pricing is fair and reasonable, follows the transaction principle of fairness, impartiality and good faith, has no negative impact on the current and future financial status and operating results of the company, and will not affect the independence of the company, There is no situation that damages the legitimate rights and interests of the company and minority shareholders. During the voting process of the board of directors of the company, relevant related directors have avoided voting according to law, and the voting procedures comply with the requirements of relevant laws and regulations.
2. It is agreed to submit this proposal to the general meeting of shareholders of the company for deliberation.
6、 Proposal on foreign poverty alleviation donations
This donation is an action of the company to actively fulfill its social responsibility, which is conducive to improving the company’s social image; It is conducive to improving the quality of local education and promoting the improvement of local living standards. The company’s donation to help the poor is in line with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and so on. The review procedures performed are legal and effective, and do not harm the interests of the listed company and all shareholders. We agree to the company’s external poverty alleviation donation.
7、 Proposal on investment and construction of caprolactam polyamide integration and supporting projects with an annual output of 1.2 million tons by subsidiaries
The independent directors believe that the project is conducive to the company’s integrated strategic development, the national industrial development orientation and the promotion of high-quality development; Enhance product competitiveness, enhance the company’s overall profitability and increase the interests of the company’s shareholders, which is in line with the needs of maximizing the interests of the company and shareholders. The voting procedures of the board of directors for this project investment comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association.
8、 Proposal on providing guarantee and related party transactions to Hainan Yisheng Petrochemical Co., Ltd
The review procedures for the guarantee provided by the company and its subsidiaries to Hainan Yisheng Petrochemical Co., Ltd. are legal and effective, and comply with the company law, stock listing rules and other relevant laws and regulations as well as the relevant provisions of the articles of association. The guarantee will effectively support the business development of Hainan Yisheng Petrochemical Co., Ltd., and Hainan Yisheng Petrochemical Co., Ltd. operates normally, Stable income, good solvency and controllable guarantee risk; The matter follows the principles of fairness, impartiality, voluntariness and good faith, conforms to the interests of the company and all shareholders, has no adverse impact on the independence of the company, and will not damage the interests of the company and non affiliated shareholders. Therefore, we agree to the company’s guarantee amount for subsidiaries this time. (there is no text below, followed by the signature page)
(there is no text on this page, which is the signature page of Hengyi Petrochemical Co.Ltd(000703) independent directors’ independent opinions on matters related to the 16th meeting of the 11th board of directors) signature of independent directors:
Yang Liuyong: Chen Sanlian:
Yang Baizhang:
specific date
