Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) board of supervisors
Written review opinions on the company’s non-public offering of shares in 2022
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”) As the supervisor of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as the “company”), after fully understanding and reviewing the relevant documents of the company’s non-public offering of shares in 2022 (hereinafter referred to as the “non-public offering”), we have 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”), The written review opinions are as follows:
1. In accordance with the provisions of the company law, the securities law, the issuance management measures, the implementation rules and other laws, regulations and normative documents, in combination with the actual situation of the company and in comparison with the requirements of the relevant qualifications and conditions for the non-public offering of shares by listed companies, we believe that the company meets the conditions for the non-public offering of shares by listed companies; 2. The company’s non-public offering plan and plan comply with the relevant laws and regulations such as the company law, the securities law, the issuance management measures, the implementation rules and the relevant provisions of the Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) articles of Association (hereinafter referred to as the “articles of association”). The offering plan is practical and feasible, taking into account the company’s industry, development stage, actual operation Financial status, capital demand and other factors are in line with the current situation and development trend of the company’s industry, help to optimize the company’s capital structure and improve the company’s core competitiveness, and there is no behavior damaging the interests of listed companies and all shareholders, especially small and medium-sized shareholders.
The issuing object of this non-public offering is Beijing Energy Group Co., Ltd. (hereinafter referred to as “Beijing Energy Group”), which is a related party of the company. Jingneng group plans to fully subscribe for the shares of this non-public offering in cash, which constitutes a related party transaction. Related party transactions follow the principles of fairness, impartiality, voluntariness and integrity. The pricing method of transaction price is fair, and the transaction method complies with market rules. It has no impact on the independence of the company, and there are no acts and situations that damage the rights and interests of shareholders, especially the rights and interests of minority shareholders.
3. The feasibility analysis report on the use of funds raised by non-public development banks in Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) 2022 prepared by the company is true, accurate and complete. All the funds raised by this non-public offering are used to supplement working capital after deducting the issuance expenses, which is conducive to further improving the company’s profitability, improving the financial situation and further enhancing the company’s comprehensive competitiveness, Enhance the company’s ability to resist risks. The use of the raised funds is reasonable and feasible, which is in line with the interests of the company and all shareholders of the company;
4. 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 believe that the company can strictly abide by laws, regulations, normative documents and other relevant regulations and requirements on the use of the previously raised funds, and there is no violation of laws and regulations in the storage and use of the previously raised funds;
5. Through careful review of the conditional effective share subscription agreement signed by the company and Jingneng group, we believe that this agreement is legal and effective. Jingneng group fully subscribed for the shares of this non-public offering in cash, which constitutes a related party transaction. The price of the above-mentioned connected transactions complies with the provisions of relevant national laws, regulations and policies, the transaction pricing policy is fair and reasonable, and there is no transfer of interests or damage to the interests of other investors; 6. According to 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, 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.
We believe that the filling measures to be taken by the company can effectively reduce the dilution effect of this non-public offering on the company’s immediate income and fully protect the interests of the company’s shareholders, especially small and medium-sized shareholders;
7. In order to improve and perfect the scientific, sustainable and stable decision-making and supervision mechanism for shareholders’ dividends and fully safeguard the rights and interests enjoyed by shareholders of the company according to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by China Securities Regulatory Commission The guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf [2022] No. 3) and the articles of association, combined with the actual situation of the company, the company has formulated the shareholder return plan for the next three years (2022-2024), which is in line with the relevant provisions of laws, regulations, normative documents and the articles of association and the actual situation of the company, It helps to improve and perfect the company’s sustained and stable dividend policy and supervision mechanism, and effectively safeguard the legitimate rights and interests of shareholders, especially small and medium-sized shareholders;
8. The preparation and review procedures of the company’s documents related to this non-public offering of shares comply with the relevant provisions of laws, regulations and normative documents. The non-public offering of shares can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC.
(no text below)
(there is no text on this page, which is the signature page of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) written review opinions of the board of supervisors on the company’s non-public development of shares in 2022) signature of the supervisor:
Wang Jing, sun Yifang, Yu Zihan
Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) board of supervisors
February 11, 2022
