Guanghui Energy Co.Ltd(600256) independent director
On relevant matters of the 15th meeting of the 8th board of directors of the company
separate opinion
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies and other laws, regulations and normative documents, as an independent director of the company, after careful analysis of the relevant bills and documents of the 15th meeting of the 8th board of directors of the company, We express the following independent opinions:
1、 Special description on the company’s external guarantee and independent opinions on the external guarantee plan in 2022
In accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange, we have carefully and responsibly verified and implemented the external guarantee of Guanghui Energy Co.Ltd(600256) with a realistic attitude. Now we make the following explanations and express independent opinions on the relevant situation:
1. External guarantee of the company
As of September 30, 2021, the total amount of guarantees provided by the company to foreign companies (holding subsidiaries and joint-stock companies) was 15880147600 yuan, and there was no overdue guarantee.
2. Independent opinions on the company’s external guarantee plan in 2022
The independent directors of the company believe that: according to the requirements of the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) of China Securities Regulatory Commission and the stock listing rules of Shanghai Stock Exchange, as the independent directors of the company, we are in a serious, responsible and realistic attitude, We have carefully investigated the external guarantee of the company: as of September 30, 2021, the total amount of guarantee provided by the company (holding subsidiaries and joint-stock companies) is 15880147600 yuan, and there is no overdue guarantee. Providing guarantee for the loan of subsidiaries will help the subsidiaries raise funds efficiently and smoothly and further improve economic benefits, without damaging the interests of the company, especially the minority shareholders. The company has made a plan for the external guarantee in 2022 and reviewed it according to relevant procedures, which not only takes into account the efficient requirements of the company’s actual development and business decision-making, but also meets the relevant requirements of laws and regulations. Approve the company’s 2022 external guarantee plan and submit it to the general meeting of shareholders for deliberation.
2、 Independent opinions on the prediction of daily connected transactions in 2022
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the working system of independent directors of the company, the measures for the administration of related party transactions of the company and the articles of association of the company issued by China Securities Regulatory Commission, and based on the principle of diligence, objectivity and impartiality, we investigated the daily related party transactions planned to occur in Guanghui Energy Co.Ltd(600256) 2022, After reviewing the relevant materials, it is considered that the daily related party transactions proposed by the company in 2022 are reasonable. These transactions are necessary, feasible, legal, fair, and open – 1. The necessity of related party transactions
The daily related party transactions proposed by the company in 2022 are required for normal production and operation. 2. Feasibility of related party transactions
The daily related party transactions planned to occur in 2022 are the continuation of the transactions of previous years. The new related party transactions meet the needs of the company’s business development, and the risk of related party transactions is low and controllable. 3. Legitimacy of related party transactions
The daily connected transactions planned to occur in 2022 comply with relevant laws, regulations and the articles of association.
4. Openness, fairness and impartiality of related party transactions
The judgment of the independent directors on the daily connected transactions to occur in 2022 is based on the information provided by the company, and the independent directors are not responsible for the falsity of the above information. Based on the above information, the independent directors believe that the related party transactions of the company follow the principles of fairness, impartiality and openness, and safeguard the interests of all shareholders, including non related shareholders and minority shareholders.
Agree to the company’s daily connected transaction forecast in 2022 and submit it to the general meeting of shareholders for deliberation. 3、 Independent opinions on nominating candidates for independent directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange, the working system of independent directors of the company and the articles of association, we stand as independent directors of the company based on independent judgment, After reviewing the relevant proposals submitted to the meeting and the resumes and relevant materials of independent director candidates, it is considered that the qualification and nomination voting procedures of independent director candidates meet the requirements of relevant regulations, and it is agreed that the nomination of independent director candidates of the board of directors is approved.
Independent director: Ma Fengyun, sun Ji’an, Tan Xuecai, Zhenjiang, January 24, 2002
