Tianjin Guangyu Development Co.Ltd(000537)
Independent director’s independent opinion Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as “the company”) on the new related party guarantee after the completion of major asset restructuring held the 16th meeting of the 10th board of directors on December 14, 2021. According to the guiding opinions on the establishment of independent director system in listed companies, corporate governance standards for listing on the market, stock listing rules of Shenzhen Stock Exchange and articles of association As an independent director of the company, we reviewed the proposal on adding related party guarantees after the completion of major asset restructuring considered by the board of directors, listened to the reports of relevant personnel, and now express independent opinions on relevant matters as follows:
The company plans to purchase all the equity of 23 subsidiaries (hereinafter referred to as the “target company”) and put them into 100% equity of Luneng new energy (Group) Co., Ltd. jointly held by Luneng Group Co., Ltd. and Ducheng Weiye Group Co., Ltd., and make up the valuation difference in cash (hereinafter referred to as “this restructuring”).
After the completion of this restructuring, the target company will no longer be included in the scope of the company’s consolidated statements, and the company and the target company are controlled by China lvfa Investment Group Co., Ltd. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, after the completion of this reorganization, the target company will become the related party of the company, and the guarantee provided by the company for the target company will be transformed into the guarantee provided by the related party.
The newly added related party guarantee is based on the guarantee items approved during the company’s historical period, which is transformed after the completion of this reorganization, which is reasonable and necessary; The company, the target company and the counterparty have made proper arrangements for the related party guarantees after the completion of this restructuring, and there is no damage to the interests of the company and all shareholders. The related party guarantee provided this time complies with relevant regulations, and the decision-making procedure is legal and compliant.
As an independent director of the company, we agree to the above-mentioned new related party guarantee, agree to the resolution on the proposal on new related party guarantee after the completion of major asset restructuring deliberated and adopted at the 16th meeting of the 10th board of directors, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
Independent directors: Feng Ke, Li Shufeng, Zhai YeHu
December 14, 2001
