Jianghan Drill: Independent opinion on giving up the right of first refusal

Jianghan Petroleum Drill Bit Co., Ltd. (hereinafter referred to as “Company” or “Company”) held the 20th meeting of the 5th Board of Directors on November 7, 2013, and reviewed and approved “About the company to abandon the Chengdejiang Diamond Oil Machinery”. Proposal on the preemptive right to purchase shares of the company.

As an independent director of the company, I attended the above-mentioned board of directors. Sinopec Jianghan Petroleum Administration transferred its 24.4% stake in Chengdejiang Diamond Oil Machinery Co., Ltd. (hereinafter referred to as “Chengdejiang Diamond”), and the company gave up the pre-emptive right to purchase the above shares. Sinopec Petroleum Engineering Machinery Co., Ltd. transferred the above equity. square. Sinopec Petroleum Engineering Machinery Co., Ltd. is a wholly-owned subsidiary of China Petrochemical Corporation, the actual controller of the company, and it has a relationship with the company. According to the "Guiding Opinions on Establishing Independent Director System in Listed Companies", "Guidelines for Corporate Governance of Listed Companies", "Stock Listing Rules" and "Articles of Association", I reviewed the "About the Company's Abandonment of Chengdejiang Diamonds" before the meeting. Oil Machinery Co., Ltd. Proposal on Pre-emptive Rights of Shares, and agreed to submit the proposal to the board of directors for discussion. The following independent opinions on the matter are now issued:

1. The board of directors of the company complies with the relevant laws, regulations and the Articles of Association in convening and convening the meeting procedures for reviewing the related party transactions. At the meeting of the board of directors, the directors of the related parties avoided voting and the remaining directors reviewed and approved the proposal.

2. The abandonment of the pre-emptive right to purchase shares of Chengde Jiang Diamond does not affect the controlling interest or influence of the company on Chengde Jiang Diamond, and has no impact on the company's rights and interests, and does not harm the interests of listed companies and minority shareholders.

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