China Greatwall Securities Co.Ltd(002939) independent director
The independent opinions on the relevant matters of the 13th meeting of the second board of directors are in accordance with the requirements of laws and regulations such as the company law, the standards for the governance of securities companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – the standardized operation of listed companies on the main board, and the articles of association and the working system of independent directors As an independent director of the second board of directors of China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as the company), we have carefully reviewed the relevant materials of the 13th meeting of the second board of directors of the company. Based on our independent judgment, we hereby express the following independent opinions on the relevant matters considered by the board of directors:
1. The termination of the conditional share subscription agreement between the company and Shenzhen Energy Group Co.Ltd(000027) and Shenzhen xinjiangnan Investment Co., Ltd. and the adjustment of the issuance plan are conducive to the promotion of the company’s non-public issuance of a shares, will not have an adverse impact on the company’s production, operation and business development, and will not damage the interests of the company or its shareholders, especially the minority shareholders.
2. The revised plan and plan for non-public offering of A-Shares are feasible and in line with the actual situation and development strategy of the company, which is conducive to improving the overall strength of the company. The issuing object, pricing method and subscription method comply with the provisions of relevant laws, regulations and normative documents, and are fair to all shareholders.
3. Huaneng capital services Co., Ltd., the controlling shareholder of the company, subscribed for the company’s non-public offering of A-Shares at a fair price, and the related party transactions were fair and reasonable, and has signed a conditional share subscription agreement as required. Related party transactions have no impact on the independence of the company. This connected transaction does not damage the interests of the company or its shareholders, especially the minority shareholders.
4. The filling measures formulated by the company for the diluted immediate return of the non-public offering of shares are in line with the actual operation and sustainable development of the company and conducive to safeguarding the interests of minority shareholders.
5. When the 13th meeting of the second board of directors of the company considered the proposal of non-public offering of a shares, the related directors have avoided voting on the relevant proposals involving related party transactions, and the decision-making procedures of related party transactions are legal and compliant.
In conclusion, we agree with the above matters related to the company’s non-public offering of shares.
Independent director: Ma Qingquan, Wang Huacheng, he Jie, Li Jianhui February 18, 2022
