Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) independent director
On matters related to the eighth meeting of the third board of directors of the company
Prior approval opinion
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 of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as the "articles of association") and the working rules for Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) independent directors, we are the independent directors of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as the "company"), The company reviewed the relevant matters considered at the eighth meeting of the third board of directors, and based on the principle of independent and objective judgment, issued the following prior approval opinions:
1、 Prior approval opinions on the proposal that the company meets the conditions for non-public development of shares
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the measures for the administration of securities issuance by listed companies (hereinafter referred to as the "measures for the administration of issuance") In accordance with the relevant provisions of laws, regulations and normative documents such as the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the "detailed rules"), combined with the actual situation of the company and in comparison with the requirements of relevant qualifications and conditions for non-public offering of shares by listed companies, we believe that the company meets the conditions for non-public offering of shares by listed companies.
We agree to the above proposal and agree to submit it to the board of directors of the company for deliberation.
2、 Proposal on the approval of the company's stock development plan for 2022
The company's issuance plan and plan comply with the provisions of the company law, securities law, issuance management measures, implementation rules and other relevant laws, regulations and the articles of association. The issuance plan is practical and feasible, taking into account the company's industry and development stage, actual operation, financial status, capital demand and other factors, In line with the current situation and development trend of the company's industry, it helps to optimize the company's capital structure and improve the company's core competitiveness. There is no behavior that damages the interests of listed companies and all shareholders, especially small and medium-sized shareholders.
We agree to the above proposal and agree to submit it to the board of directors of the company for deliberation.
3、 Prior approval opinions on the proposal on the report on the use of the previously raised funds
The report on the use of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) previously raised funds as of December 31, 2021 prepared by the company strictly abides by the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the storage and use of raised funds, and the disclosed information on the use of raised funds is true, accurate and complete.
ShineWing Certified Public Accountants (special general partnership) issued the verification report on the use of the previously raised funds on the deposit and use of the company's previously raised funds. The deposit and use of the company's previously raised funds did not violate the requirements of laws and regulations.
We agree to the above proposal and agree to submit it to the board of directors of the company for deliberation.
4、 Prior approval opinions on the proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2022
After reviewing the feasibility analysis report on the use of funds raised by non-public development banks in 2022, we believe that the net amount of funds raised by the company's non-public offering will be used to supplement working capital, which is in line with the actual situation of the company and feasible. The use of the raised funds in this offering is in line with relevant policies and the company's development strategy in the future. Through this non-public offering of shares, it is conducive to enhance the company's sustainable profitability and achieve sustainable and stable development, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
We agree to the above proposal and agree to submit it to the board of directors of the company for deliberation.
5、 Prior approval opinions on the proposal on signing the conditional effective share subscription agreement between the company and the subscription object of non-public Development Bank
The conditional effective share subscription agreement signed by the company and the subscription object Beijing Energy Group Co., Ltd. complies with the provisions of national laws and regulations and other normative documents, and the relevant provisions are set reasonably. There are no acts and circumstances that damage the rights and interests of shareholders, especially the rights and interests of minority shareholders, and will not affect the independence of listed companies.
We agree to the above proposal and agree to submit it to the board of directors of the company for deliberation.
6、 Prior approval opinions on the proposal on related party transactions involved in the non-public Development Bank's stock scheme
This connected transaction complies with the principles of openness, fairness and impartiality. The connected transactions comply with the provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public development of shares by listed companies, and the interests of the company and all shareholders, There is no situation that damages the interests of the company and other shareholders, especially non affiliated shareholders.
We agree to the above proposal and agree to submit it to the board of directors of the company for deliberation.
7、 Prior approval opinions on the proposal on diluting the immediate return of the company's non-public Development Bank shares in 2022 and taking filling measures and commitments of relevant subjects
The company analyzed the impact of the non-public offering of shares on the dilution of immediate return and put forward specific measures to fill the return. The controlling shareholders, directors and senior managers of the company made a commitment that the company's measures to fill the return can be effectively fulfilled.
The above measures and commitments are in line with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) The relevant provisions of several opinions of the State Council on further promoting the healthy development of the capital market (GBF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the above proposal and agree to submit it to the board of directors of the company for deliberation.
Independent directors: Meng Qinglin, ruipeng, Xu Fuyun February 11, 2022
