Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Report of independent directors on the 38th meeting of the first board of directors
Independent opinions on relevant matters
The 38th meeting of the first board of directors of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. (hereinafter referred to as "the company") was held on February 14, 2022. As an independent director of the company, 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"), the rules for independent directors of listed companies, the Listing Rules for shares on the science and Innovation Board of Shanghai Stock Exchange, and the articles of association of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. (hereinafter referred to as the "articles of association")《 In accordance with the relevant provisions of the working system for independent directors of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. and other existing laws and regulations, in a serious and responsible attitude, after carefully reviewing the relevant documents of the 38th meeting of the first board of directors, after careful consideration and based on independent judgment, the following independent opinions are expressed:
1、 Independent opinions on the proposal on adjusting the company's plan to issue A-Shares to specific objects in 2021
After reviewing the proposal on adjusting the company's stock issuance plan to specific objects, we believe that the company's adjusted stock issuance plan to specific objects complies with the relevant provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance and registration of Companies listed on the science and Innovation Board (for Trial Implementation); The principles, basis, methods and procedures of issuance pricing in the plan are reasonable, the issuance plan is practical and feasible, in line with the company's development strategy, which is conducive to further strengthening the company's competitiveness and ensuring the sustainable development of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the motion.
2、 Independent opinions on the proposal on the company's plan for issuing A-Shares to specific objects in 2021 (Revised Version)
After reviewing the 2021 stock issuance plan of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. (Revised Version), we believe that the 2021 stock issuance plan of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. (Revised Version) prepared by the company for this stock issuance to specific objects comprehensively considers the current situation and development trend of the industry According to the current situation and actual situation of the company, the plan does not damage the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree on the contents of the motion.
3、 Independent opinions on the proposal on the demonstration and analysis report of the company's A-share issuance scheme to specific objects in 2021 (Revised Version)
After reviewing the 2021 demonstration and analysis report on the issuance scheme of A-Shares issued by Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. to specific objects (Revised Draft), we believe that, The demonstration and analysis report of A-share issuance scheme of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. issued to specific objects in 2021 (Revised Draft) prepared by the company for the issuance of shares to specific objects comprehensively considers the company's industry and development stage, financing planning, financial status, capital demand and other conditions, Fully demonstrated the necessity of issuing shares to specific objects, the rationality of the pricing principles, basis, methods and procedures of issuing shares to specific objects, and the fairness and rationality of the scheme of issuing shares to specific objects, The impact of this issuance of shares to specific objects on the dilution of the company's original shareholders' equity or immediate return and the specific measures to fill in do not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the motion. 4、 Independent opinions on the proposal on the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in 2021 (Revised Version)
After reviewing the feasibility analysis report on the use of funds raised by Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. by issuing A-Shares to specific objects in 2021 (Revised Draft), we believe that the investment project of the raised funds is in line with relevant national industrial policies and the overall development direction of the company in the future, and in line with the development trend of the industry in which the company is located, It has good market prospects and economic benefits. The issuance of shares to specific objects is conducive to enhancing the company's sustainable profitability and market competitiveness, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the motion.
5、 Independent opinions on the proposal on the company's diluted immediate return and filling measures for issuing A-Shares to specific objects in 2021 and the commitments of relevant subjects (Revised Version)
After reviewing the measures of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. on diluting immediate return and filling in A-Shares issued to specific objects and the commitments of relevant subjects (Revised Draft), we believe that the document meets the requirements of the company's actual operation and sustainable development, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree on the contents of the motion.
Independent directors: Liang Zhenxing, Peng Xiaojie, Fu Qiong, Zhang Lina February 14, 2002
