China Greatwall Securities Co.Ltd(002939) independent director
The prior approval opinions on relevant matters of the 13th meeting of the second board of directors, as an independent director of the second board of directors of China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as the company), in accordance with the provisions of relevant laws and regulations such as the company law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, We have carefully reviewed the relevant proposals and relevant materials on the related party transactions involved in the non-public offering of A-Shares to be submitted to the board of directors for consideration. Based on our independent judgment, we hereby express the following prior approval opinions on the relevant matters of the 13th meeting of the second board of directors:
The company plans to terminate the conditional share subscription agreement with Shenzhen Energy Group Co.Ltd(000027) and Shenzhen xinjiangnan Investment Co., Ltd. and adjust the issuance plan. The adjustment of the plan is conducive to the promotion of the company’s non-public issuance of a shares, will not adversely affect the company’s production, operation and business development, and will not damage the interests of the company or its shareholders, especially minority shareholders.
The company plans to raise funds by non-public offering of A-Shares to no more than 35 investors, including Huaneng capital services Co., Ltd. (hereinafter referred to as the offering). This issuance can further optimize the company’s capital structure, improve the company’s anti risk ability, further expand the company’s development space and improve the company’s long-term sustainable development ability.
To sum up, we believe that the related party transactions involved in this issuance comply with the relevant provisions of the company law, the securities law, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations and the articles of association, comply with the interests of the company and its shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. As an independent director of the company, we recognize the related party transactions involved in the company’s issuance and agree to submit the relevant proposals of the company’s issuance to the board of directors for deliberation. When the board of directors votes on the relevant proposals, the related directors must avoid voting.
Independent director: Ma Qingquan, Wang Huacheng, he Jie, Li Jianhui February 11, 2022
