Independent opinions of independent directors on matters related to the eighth meeting of the third board of directors Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as “the company”) the eighth meeting of the third board of directors was held on February 11, 2022. As an independent director of the company, we have carefully read and reviewed the information on relevant matters and have a detailed understanding of the relevant situation. Now, in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange According to the articles of association of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as the “articles of association”) and the working rules of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) independent directors, we hereby express the following independent opinions on the relevant matters considered at the eighth meeting of the third board of directors of the company:
1、 Independent opinions on the transfer of equity of wholly-owned subsidiaries and passive formation of financial assistance
1. The transfer of the equity of the wholly-owned subsidiary Shenyang Jianyuan heating Co., Ltd. is conducive to further effective integration of resources, optimization of asset structure and improvement of the company’s core competitiveness. The transaction is fair and reasonable, the pricing is fair, and the necessary approval procedures have been performed. It complies with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders. Therefore, we agree with the company’s sale of equity of wholly-owned subsidiaries.
2. The company transferred the equity of Shenyang Jianyuan heating Co., Ltd., resulting in the passive provision of financial assistance to companies outside the scope of the consolidated statements. This financial assistance is actually the continuation of the company’s daily operating loans to the original wholly-owned subsidiary. We have carefully studied and demonstrated the necessity of this financial assistance, the fairness of the price, the legality and compliance of decision-making procedures and the existing risks. All parties to the transaction have made follow-up arrangements for this financial assistance and taken necessary risk control measures. This transaction will not affect the daily operation of the company. Therefore, we agree to provide external financial assistance this time.
2、 Independent opinions on the transfer of equity of secondary wholly-owned subsidiaries and passive formation of financial assistance
1. The transfer of the equity of Longda (Beijing) technology and Culture Development Co., Ltd., a secondary wholly-owned subsidiary, is conducive to further effectively integrate resources, optimize asset structure, focus on the company’s main business and improve the company’s core competitiveness. The transaction has been audited and evaluated. The decision-making procedures are legal and effective, the transaction pricing is reasonable and fair, and the necessary approval procedures have been performed. It complies with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders. Therefore, we agree that the company will sell the equity of its wholly-owned subsidiary this time.
2. The transfer of the equity of Longda (Beijing) technology and Culture Development Co., Ltd., a secondary wholly-owned subsidiary, has led to the passive provision of financial assistance to companies outside the scope of the consolidated statements. This financial assistance is actually the continuation of the company’s daily operating loans to the original wholly-owned subsidiary. We have carefully studied and demonstrated the necessity of this financial assistance, the fairness of the price, the legality and compliance of decision-making procedures and the existing risks. All parties to the transaction have made follow-up arrangements for this financial assistance and taken necessary risk control measures. This transaction will not affect the daily operation of the company. Therefore, we agree to provide external financial assistance this time.
3、 Independent opinions on the transfer of equity of wholly-owned subsidiaries
The equity transfer of the company’s wholly-owned subsidiary conforms to the company’s overall development plan, follows the principles of market fairness, impartiality and openness, and the transaction pricing is fair and reasonable, which is in line with the interests of the company and all shareholders, will not affect the company’s normal production and operation activities, and complies with relevant laws and regulations, the articles of association and other relevant provisions. Therefore, the independent directors of the company agreed to the transaction.
4、 Independent opinions on the transfer of the partnership share of Shenzhen Kaixuan Yixi phase I angel investment partnership (limited partnership) by the wholly-owned subsidiary
The transfer of the partnership share of Shenzhen Kaixuan Yixi phase I angel investment partnership (limited partnership) is conducive to further effectively integrate resources, optimize asset structure, focus on the company’s main business and enhance the company’s core competitiveness. The transaction is fair and reasonable, the price is fair, and the necessary examination and approval procedures have been performed. It complies with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company and shareholders. Therefore, we agree that the company will sell the partnership shares of Shenzhen Kaixuan Yixi phase I angel investment partnership (limited partnership).
5、 Independent 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 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 general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal on the company’s 2022 non-public development plan and the proposal on the company’s 2022 non-public development plan
The company law, the company’s regulations, the financial development plan and the implementation rules of the company’s laws and regulations, the comprehensive issuance plan, the sub issuance plan and other relevant factors are in line with the provisions of the company law, the company’s laws and regulations, the financial development plan and the implementation rules of the company’s laws and regulations, 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 general meeting of shareholders of the company for deliberation.
7、 Independent 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 report on the use of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) previously raised funds as of December 31, 2021 prepared by the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. 8、 Independent opinions on the feasibility analysis report on the use of funds raised by non-public development banks in 2022
The feasibility analysis report on the use of funds raised by non-public development banks in 2022 prepared by the company is true, accurate and complete. The investment project of the raised funds is reasonable and feasible, which is in line with the interests of the company and all shareholders of the company.
We agree to the feasibility analysis report on the use of funds raised by non-public development banks in 2022 prepared by the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent 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 between the company and the subscription object Beijing Energy Group Co., Ltd. (hereinafter referred to as “Beijing Energy Group”) complies with the provisions of national laws and regulations and other normative documents, the relevant provisions are reasonably set, and no acts and circumstances damaging the rights and interests of shareholders, especially the rights and interests of minority shareholders, are found, It will not affect the independence of listed companies.
We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
10、 Independent opinion on the proposal on related party transactions involved in the non-public offering of shares this time. The issuing object of the non-public offering of shares is Jingneng group. According to the stock listing rules of Shenzhen Stock Exchange and other regulations, Jingneng group is the related party of the company. The company’s non-public offering of shares to Jingneng group constitutes a connected transaction. The above-mentioned related party transactions are fair, just and open, the transaction price is reasonable and fair, in line with the provisions of relevant laws and regulations, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. We agree that the company’s non-public offering of shares involves related party transactions and agree to submit it to the general meeting of shareholders for deliberation.
11、 Independent opinions on the proposal on diluting the immediate return of 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 general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the proposal on the company’s shareholder return planning for the next three years (2022-2024)
The shareholder return plan for the next three years (2022-2024) formulated by the company can achieve sustained and stable investment return to investors and take into account the sustainable development of the company, which is conducive to protecting the legitimate rights and interests of investors, complies with the provisions of relevant laws, regulations and normative documents, and does not damage the interests of the company or minority shareholders. We agree to the shareholder return plan for the next three years (2022-2024) prepared by the company and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
13、 Independent opinion on the proposal on requesting the general meeting of shareholders to approve the exemption of Beijing Energy Group Co., Ltd. from issuing takeover offer
According to item (III) of paragraph 1 of Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within three years, If the general meeting of shareholders of the company agrees that the investor is exempted from making an offer, the relevant investor may be exempted from submitting an exemption application in accordance with the provisions of the preceding paragraph. Jingneng group has promised that the non-public offering shares subscribed for this time will not be transferred within 36 months from the date of the end of this offering, which meets the conditions for exemption from issuing an offer. The way of exemption from issuing an offer does not harm the interests of the company, its shareholders, especially small and medium-sized shareholders.
We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
Independent directors: Meng Qinglin, ruipeng, Xu Fuyun February 11, 2022
