Qingdao Huijintong Power Equipment Co.Ltd(603577)
Qingdao Huijintong Power Equipment Co.Ltd(603577) independent director
Independent 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 guidance 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) (hereinafter referred to as the articles of association) 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 Responsible attitude, based on independent and objective judgment, and after full verification of relevant materials and documents, the independent opinions on the relevant proposals of the second meeting of the Fourth Board of directors are as follows:
1、 Independent 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
1. This transaction of the company is in line with the company’s development strategy. It is an industrial M & A based on business integration and synergy logic. At the same time, it can effectively solve the problem of horizontal competition between the company and its controlling shareholders. The valuation of the assets purchased by cash payment is based on the evaluation value of the underlying assets on the base date. It is determined through friendly negotiation by all parties that the transaction pricing is fair, fair and reasonable. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, nor does it transfer interests to related parties, which will not affect the independence of the company. When the board of Directors voted on the related party transaction, the related directors avoided voting on the proposal according to law. The convening, convening and voting procedures of the board meeting shall comply with the provisions of the company law of the people’s Republic of China and other laws, administrative regulations, departmental rules, normative documents and the articles of association. Therefore, we agree to this transaction.
2. Independent opinions on the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation price: Bandung (Shanghai) asset evaluation Co., Ltd., the evaluation institution of this transaction, is a professional evaluation institution with securities and futures business qualification. Bandung (Shanghai) Assets Appraisal Co., Ltd. and the appraiser in charge have no relationship with the company, Chongqing Jiangdian Power Equipment Co., Ltd. (hereinafter referred to as the “target company”) and the shareholders of the target company, and there are no realistic and expected interests other than professional fees. The appraisal institution has full independence; The assumptions and restrictions of this appraisal are as follows:
Qingdao Huijintong Power Equipment Co.Ltd(603577)
According to the relevant national laws and regulations, following the common market practices or guidelines, and in line with the actual situation of the appraisal object, the appraisal assumptions are reasonable; The purpose of this appraisal is to determine the market value of the subject asset on the benchmark date and provide a pricing reference basis for this transaction. Bandung (Shanghai) Asset Appraisal Co., Ltd. adopts the income method and asset-based method to evaluate the value of the subject asset respectively, and finally selects the evaluation value of the income method as the appraisal result. In accordance with the requirements of relevant national regulations and industry norms, the principles of independence, objectivity, impartiality and scientificity, the necessary appraisal procedures have been implemented in accordance with the recognized asset appraisal methods, and the market value of the subject asset on the benchmark date has been evaluated. The selected appraisal methods are reasonable and consistent with the purpose of the appraisal, The appraisal conclusion of the asset appraisal report issued is reasonable and the appraisal price is fair.
Therefore, we agree to the proposal on the cash acquisition of 80% equity and related party transactions of Chongqing Jiangdian Power Equipment Co., Ltd. by a wholly-owned subsidiary, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on signing the roof lease agreement of photovoltaic power generation project and related party transactions
The related directors evaded the voting of this proposal, and the deliberation procedure of this proposal is legal and effective; This related party transaction is conducive to improving the utilization rate of the roof of the company’s buildings and increasing the company’s income; The pricing policy and basis of the transaction follow the market-oriented principles of openness, fairness and impartiality, there is no situation that damages the interests of the company and all shareholders, and there is no significant impact on the independence of the company due to this connected transaction. Therefore, we agree to the proposal on signing the roof lease agreement of photovoltaic power generation project and related party transactions, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
To sum up, the contents and procedures of the relevant proposals of the second meeting of the Fourth Board of directors of the company comply with the provisions of relevant laws, regulations and normative documents such as the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, and the provisions of internal control systems such as the articles of association and Qingdao Huijintong Power Equipment Co.Ltd(603577) working system for independent directors. Therefore, we agree with the above motion.
Independent directors: Huang Bin, Fu Yongling, Zhang Haixia February 23, 2022
