Cecep Solar Energy Co.Ltd(000591)
Independent directors' opinions on the 9th meeting of the 10th board of directors
Independent opinions on relevant matters
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 stock listing rules of Shenzhen Stock Exchange and the articles of Association of Cecep Solar Energy Co.Ltd(000591) , as an independent director of Cecep Solar Energy Co.Ltd(000591) (hereinafter referred to as the company), We hereby express our independent opinions on the matters involved in the relevant proposals of the ninth meeting of the 10th board of directors as follows:
1、 Independent opinions on adjusting the company's non-public offering plan
The adjustment of the non-public offering plan is to further clarify the subscription quantity range of the non-public offering objects China energy conservation and Environmental Protection Group Co., Ltd. (hereinafter referred to as China energy conservation) and China energy conservation Capital Holdings Co., Ltd. (hereinafter referred to as China energy conservation capital). This adjustment is in line with the company law and the securities law The measures for the administration of securities issuance by listed companies (hereinafter referred to as the measures) and the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the detailed rules) and other relevant laws, regulations, normative documents and the articles of association do not harm the interests of minority shareholders, The adjustment of the company's non-public offering plan is in line with the interests of the company and all shareholders. The deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association, and the related directors have avoided voting. We agree to adjust the non-public offering plan.
2、 Independent opinions on Revising the company's plan for non-public offering of shares
The Cecep Solar Energy Co.Ltd(000591) non public offering stock plan (Revised Version) complies with the provisions of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the implementation rules, the standards for the content and format of information disclosure by companies offering securities to the public No. 25 - non public offering stock plan and issuance report of listed companies, It 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 other shareholders, especially minority shareholders. The deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association, and the related directors have avoided voting. We agree with the company to revise the plan for this non-public offering.
3、 Independent opinions on Revising the feasibility analysis report on the use of funds raised by non-public offering
The investment project of the company's non-public offering proceeds complies with the relevant national industrial policies and the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, is conducive to the long-term sustainable development of the company, is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders. The deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association. The related directors have avoided voting. We agree that the company will revise the feasibility analysis report on the use of funds raised by non-public offering of shares.
4、 Independent opinions on the signing of the supplementary agreement on the conditional entry into force of the share subscription agreement for non-public offering shares and related party transactions between the company and the issuing object
1. The company and cecep and cecep capital signed the supplementary agreement on the conditional effective share subscription agreement for non-public shares, which constitutes a related party transaction. The related party transaction follows the principles of fairness, impartiality and voluntariness, the transaction price is fair, the transaction method complies with the market rules, and there is no damage to the rights and interests of shareholders, especially the rights and interests of minority shareholders.
2. The supplementary agreement on the conditional effective share subscription agreement for non-public shares signed by the company and cecep and cecep capital is in line with the relevant provisions of the administrative measures and the detailed rules for the implementation. The trading method is in line with the market rules, and there is no damage to the interests of shareholders, especially the rights and interests of minority shareholders.
The deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association, and the related directors have avoided voting. We agree that the company and the issuing object sign the supplementary agreement on the conditional effective share subscription agreement for non-public offering shares.
5、 Independent opinions on Revising the company's non-public offering of a shares, diluted immediate return and filling measures and commitments of relevant subjects
The company updated the analysis of the impact of the diluted immediate return of the non-public offering on the main financial indicators, and formulated specific measures to fill the diluted immediate return of the non-public offering; The controlling shareholders, directors and senior managers of the company have made commitments on relevant matters, which is in line with the opinions of the State Council on further promoting the healthy development of the capital market 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 and the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return are in line with the actual operation of the company and the needs of sustainable development, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association. We agree with the company's non-public offering of a shares, diluted immediate return and filling measures and relevant subject commitments (Revised Draft).
Cecep Solar Energy Co.Ltd(000591) independent director: Liu Jipeng, Lu Jianping, an chain, February 17, 2022
