Tianjin Guangyu Development Co.Ltd(000537)
The independent director’s prior approval 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 plans to convene the 16th meeting of the 10th board of directors on December 14, 2021 to consider the proposal on the new related party guarantee after the completion of major asset restructuring 。 As an independent director of the company, he carefully reviewed relevant materials and listened to the reports of relevant personnel, and deliberated relevant matters in advance. In accordance with the guiding opinions on the establishment of independent director system by listed companies, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions of the CSRC, Make the following comments:
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 originally provided by the company for the target company will be transformed into the guarantee provided by the related party.
The new affiliated guarantee is based on the guarantee items approved during the company’s historical period and transformed after the completion of this major asset restructuring; The company, the target company and the counterparty have made proper arrangements for the related party guarantee after the completion of this transaction, and there is no damage to the interests of the company and all shareholders.
We agree to submit the proposal on adding related party guarantee after major asset restructuring to the 16th meeting of the 10th board of directors of the company for deliberation.
Independent directors: Feng Ke, Li Shufeng, Zhai YeHu
December 13, 2001
