Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707)
Opinions of independent directors on matters related to the 7th Meeting of the 10th board of directors
Prior approval and independent opinion
In accordance with the relevant provisions of the company law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and the articles of association, as independent directors of Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) (hereinafter referred to as the “company”), we, based on the principle of seeking truth from facts, Express the following prior approval and independent opinions on the matters related to the seventh meeting of the 10th board of directors of the company:
1、 Proposal on re signing the financial service agreement with the finance company to carry out related party transactions
(1) Prior approval
Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd. (hereinafter referred to as “finance company”) handles deposits, bills, settlement and other financial services for the company, which meets the requirements of relevant national laws and regulations and is conducive to optimizing the company’s financial management, improving the efficiency of capital use and reducing financing costs and risks. Agree to submit the proposal to the board of directors of the company for deliberation. The board of directors and relevant personnel of the company are required to implement the corresponding approval procedures in strict accordance with the requirements of relevant national laws and regulations.
(2) Independent opinion
In accordance with the requirements of the company law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant regulations, we have issued the following independent opinions on the related party transactions with the finance company: (1) the finance company handles deposits, bills, settlement and other financial services for the company in this related party transaction, Comply with the requirements of relevant national laws and regulations. (2) The transaction conditions of this connected transaction are fair and the pricing basis is reasonable, which has brought economic benefits to both parties of the transaction and did not damage the interests of the company and minority shareholders.
2、 Independent opinions on the daily connected transactions of the company in 2021 and the prior approval and independent opinions on the daily connected transactions of the company in 2022
1. Independent opinions on daily connected transactions in 2021
We believe that the actual amount of related party transactions of the company in 2021 is within the normal range, and related party transactions often occur in daily business activities. Cooperation with related parties is the need of the company’s development strategy and production and operation, and has no negative impact on the current and future financial status and operating results of the company. The daily related party transactions between the company and related parties follow fair prices and conditions, and there is no behavior damaging the interests of the company and the majority of minority shareholders.
2. About daily connected transactions in 2022
(1) Prior approval
① The related party transactions between the company and its controlling shareholder Hubei Shuanghuan Chemical Group Co., Ltd. and its subsidiaries, Hubei Yihua Chemical Industry Co.Ltd(000422) Group Co., Ltd. and its subsidiaries, Hubei Yihua Chemical Industry Co.Ltd(000422) and its subsidiaries in 2022 are the raw materials, mechanical equipment and chemical products required for daily production and operation of both parties, which meet the requirements of relevant national laws and regulations. It is beneficial for both sides to obtain reasonable economic benefits.
② The board of directors and relevant personnel of the company are requested to implement relevant approval procedures in strict accordance with the requirements of relevant national laws and regulations.
③ Agree to submit this proposal to the board of directors of the company for deliberation.
(2) Independent opinion
① The related party transactions reviewed by the company this time belong to the normal business of the company and do not violate the provisions of relevant national laws and regulations and the articles of association of the company.
② The voting procedure of this connected transaction is legal.
③ This connected transaction has brought economic benefits to both parties, and the transaction is fair and reasonable.
④ Draw the attention of the board of directors of the company to the daily connected transactions of the company and take effective measures to ensure that the connected transactions are fair and reasonable and do not harm the interests of the company.
To sum up, we believe that the daily connected transactions of the company meet the requirements of relevant national laws and regulations and are conducive to the production and operation of both parties to the transaction. We have no objection.
3、 Independent opinions on the risk assessment report of related financial companies
1. Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd., as a normative non bank financial institution approved by Bank Of China Limited(601988) Industry Regulatory Commission, provides financial services for the company and its subsidiaries within its business scope, which complies with the provisions of relevant national laws and regulations;
2. The risk assessment report on affiliated financial companies fully reflects the business qualification, business and risk status of the financial company. As a non banking financial institution, its business scope, business content and process, internal risk control system and other measures are strictly supervised by the CBRC. Under the above risk control conditions, it is agreed that Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd. will provide relevant financial services to the company and its subsidiaries.
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(there is no text on this page, which is the signature page of Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) independent directors’ prior approval and independent opinions on matters related to the seventh meeting of the 10th board of directors of the company)
Signature of independent director:
Wang huaman, Bao Xiaolan, Ma Chuangang
