Qingdao Huijintong Power Equipment Co.Ltd(603577)
Qingdao Huijintong Power Equipment Co.Ltd(603577) independent director
Prior approval opinions on relevant proposals of the second meeting of the Fourth Board of directors of the company
In accordance with the relevant provisions of relevant laws, regulations and systems such as the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the articles of association of Qingdao Huijintong Power Equipment Co.Ltd(603577) and the working system of Qingdao Huijintong Power Equipment Co.Ltd(603577) independent directors of the CSRC, as independent directors of Qingdao Huijintong Power Equipment Co.Ltd(603577) (hereinafter referred to as the “company”), we, with a serious and responsible attitude, based on independence Based on the objective judgment position, after the full verification of relevant materials and documents, the relevant proposals to be submitted to the second meeting of the Fourth Board of directors of the company for deliberation were reviewed in advance, and the prior approval opinions were issued as follows:
1、 Pre approval opinions on the proposal on cash acquisition of 80% equity and related party transactions of Chongqing Jiangdian Power Equipment Co., Ltd. by a wholly-owned subsidiary
This transaction is an industrial M & A based on business integration and synergy logic, which is conducive to promoting the national strategic layout of the company, realizing scale effect and synergy effect, solving the problem of horizontal competition between the company and its controlling shareholders, and fulfilling the relevant commitments of shareholders to avoid horizontal competition. The subject matter of this transaction has been audited and evaluated by an intermediary institution with securities and futures business qualification, and has issued an audit report and evaluation report. The transaction price shall be determined by both parties according to the results of the evaluation report. This connected transaction follows the principle of fair and impartial transaction, complies with the provisions of relevant national laws and regulations, and does not damage the interests of the company and the interests of minority shareholders. This transaction constitutes a connected transaction, and the connected directors shall perform the avoidance voting procedure when considering the proposal.
2、 Prior approval opinions on the proposal on signing the roof lease agreement of photovoltaic power generation project and related party transactions
The related party transaction is conducted by both parties in accordance with the open, fair and impartial market-oriented principles. The pricing policy and basis of the transaction comply with the market principles. There is no situation that damages the interests of the company and all shareholders, has no adverse impact on the financial status and operating results of the company, does not affect the independence of the company, and the company will not rely on related parties due to the related party transaction; This transaction requires voting procedures for related party transactions.
Therefore, we recognize the relevant contents of the above proposal of the company and agree to submit the above proposal to the second meeting of the Fourth Board of directors for deliberation.
Qingdao Huijintong Power Equipment Co.Ltd(603577)
Independent directors: Huang Bin, Fu Yongling, Zhang Haixia February 21, 2022
