Maoming Petro-Chemical Shihua Co.Ltd(000637) independent director
Independent opinions on matters related to the eighth interim meeting of the 11th board of directors
According to the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the articles of association and other relevant provisions, as an independent director of Maoming Petro-Chemical Shihua Co.Ltd(000637) (hereinafter referred to as the company), after reviewing relevant materials, based on the principles of fairness, impartiality and independent judgment, We express the following independent opinions on matters related to the eighth interim meeting of the 11th board of directors of the company:
1、 Independent opinions on the proposal on cash acquisition of 69% equity of Beijing xinwoda Marine Technology Co., Ltd
We believe that the procedures of the company’s deliberation on the proposal on cash acquisition of 69% equity of Beijing xinwoda Marine Technology Co., Ltd. comply with relevant laws, administrative regulations, departmental rules, normative documents, rules, notices and guidelines of Shenzhen Stock Exchange and the provisions of the articles of association. The transaction pricing is based on the asset appraisal report issued by ZTE huazi (Beijing) real estate appraisal Engineering Consulting Co., Ltd., which has the qualification of securities and futures related business appraisal. The transaction price is fair, fair and reasonable, which is determined by the company through negotiation with Beijing xinwoda Marine Technology Co., Ltd. and its original shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. This transaction is conducive to the company’s new business expansion, accelerating transformation and development and optimizing industrial layout, and promoting the company’s sustainable profitability and sustainable development strategy. We agree to submit the above matters to the first extraordinary general meeting of shareholders in 2022 for deliberation.
2、 Independent opinions on the valuation and transaction price of cash acquisition of Beijing xinwoda Marine Technology Co., Ltd
We believe that the appraisal institution engaged in this transaction is ZTE huazi (Beijing) real estate appraisal Engineering Consulting Co., Ltd., which has the qualification of securities and futures related business appraisal. The appraisal object is the value of all shareholders’ rights and interests of Beijing xinwoda Marine Technology Co., Ltd. as of the benchmark date. The selection of appraisal methods is appropriate, the appraisal conclusion is reasonable, and the appraisal value of assets is fair. The subject assets of this transaction take the assessed value as the reference basis for pricing. The transaction price is fair, fair and reasonable. This assessment provides a reasonable basis for this transaction, which is in line with the provisions of relevant laws and regulations, the interests of the company and all shareholders, and will not damage the interests of medium and small shareholders. In conclusion, we unanimously agree on the valuation and transaction price of the cash acquisition of Beijing xinwoda Marine Technology Co., Ltd.
3、 Independent opinions on the company’s application for a credit line of no more than 600 million yuan from the bank
The procedure for the board of directors to consider this matter complies with the relevant provisions of relevant laws, regulations and the articles of association. The company’s application for credit from the bank this time is conducive to the normal production, operation and business development of the company, in line with the overall interests of the company, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
We agree to submit the above matters to the first extraordinary general meeting of shareholders in 2022 for deliberation.
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Maoming Petro-Chemical Shihua Co.Ltd(000637)
Independent director (signature): – (Xian Haibo) — (CEN Wei) — (Lu Chunlin)
January 24, 2022
