Shenzhen Wenke Landscape Co.Ltd(002775) independent director
Independent opinions on matters related to the 15th meeting of the 4th board of directors
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of securities issuance by listed companies (hereinafter referred to as the "administrative measures") and the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the "detailed rules") Guidelines for the governance of listed companies The guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, as well as Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as the "company"), the articles of association and the working rules for independent directors According to relevant regulations, as an independent director of the company, we have carefully considered the relevant proposals of the 15th meeting of the Fourth Board of directors. Based on objective and independent judgment, we express our independent opinions as follows:
1、 Independent opinions on the proposal that the company meets the conditions for non-public development of a shares
The company's non-public offering of shares complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the implementation rules, the Q & A on issuance supervision - regulatory requirements on guiding and standardizing the financing behavior of listed companies, and is in line with the company's long-term development, There is no damage to the interests of the company and its shareholders, especially minority shareholders.
We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on the company's non-public development of A-share scheme
The formulation of the company's non-public development stock plan is in line with the actual situation of the company's development. The implementation of the plan is conducive to improving the company's profitability and market competitiveness, in line with the provisions of relevant laws, regulations and normative documents such as company law, securities law, management measures and implementation rules, and in line with the company's long-term development and the interests of all shareholders.
We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 About the company
<非公开发行 A 股股票预案>
Independent opinion on the motion
The company's plan for this non-public offering of shares complies with the provisions of the company law, the securities law, the administrative measures, the implementation rules of the previous year, the standards for the content and format of information disclosure by companies offering securities to the public No. 25 - plan for non-public offering of shares by listed companies and report on issuance, and other relevant laws, regulations and normative documents, In line with the long-term development of the company, there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 About the company
<非公开发行 A 股股票募集资金使用可行性分析报告>
Independent opinion on the motion
The feasibility analysis report on the use of Shenzhen Wenke Landscape Co.Ltd(002775) non-public Development Bank A-share raised funds formulated by the company conforms to the actual situation of the company, makes a careful and prudent analysis on the use of raised funds, and is in line with the long-term development of the company and the interests of all shareholders.
We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 About the company
<前次募集资金使用情况专项报告>
Independent opinion on the motion
The special report on the use of Shenzhen Wenke Landscape Co.Ltd(002775) previously raised funds formulated by the company truly, accurately and completely reflects the use of the company's previously raised funds. The use of the company's previously raised funds complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the storage and use of raised funds of listed companies, There is no illegal use and deposit of the raised funds.
We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 On the effectiveness of conditional agreements between the company and specific objects
<股份认购协议>
Independent opinion on the motion
The conditional effective share subscription agreement signed between the company and the subscription object Foshan Construction Development Investment Co., Ltd. complies with the provisions of national laws and regulations and other normative documents. The relevant provisions are set reasonably. No acts and circumstances damaging the shareholders' rights and interests, especially the rights and interests of minority shareholders, are found, which will not affect the independence of the listed company.
We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on the company's non-public development of A-Shares to specific objects involving related party transactions
According to the company's plan for non-public development of A-share shares, after the implementation of the company's control change plan including this offering, Foshan Construction Development Investment Co., Ltd., the issuing object of this non-public offering, will become the controlling shareholder of the company and belong to the company's affiliates. This offering constitutes a connected transaction. This connected transaction complies with the principles of openness, fairness and impartiality, and the issuance price and pricing method comply with the provisions of relevant national laws, regulations and normative documents.
We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on diluting the immediate return and filling measures of the company's non-public Development Bank A-Shares and the commitments of relevant subjects
According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial issuance, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), the company has prepared Shenzhen Wenke Landscape Co.Ltd(002775) risk tips and filling measures for diluted spot return of A-share shares of non-public development banks , this paper carefully analyzes the impact of this non-public offering on the dilution of earnings per share in the current period, and puts forward specific filling return measures. The controlling shareholders, actual controllers, directors and senior managers of the company make relevant commitments to the filling measures, which is conducive to protecting the legitimate rights and interests of investors and does not damage the interests of the company or all shareholders.
We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinion on the proposal on submitting to the general meeting of shareholders for deliberation and approval on the exemption of Foshan Construction Development Investment Co., Ltd. from issuing takeover offer
According to the share transfer agreement signed by Foshan Construction Development Investment Co., Ltd. (hereinafter referred to as "Foshan construction investment") with Zhao Wenfeng, Shenzhen liberal arts Holding Co., Ltd. (hereinafter referred to as "liberal arts holding") and Li Congwen, and the voting right entrustment agreement signed with liberal arts holding Foshan construction investment intends to transfer 30950400 shares of the listed company held by Zhao Wenfeng (accounting for about 6.04% of the total shares of the listed company) and 86986022 shares of the listed company held by liberal arts Holdings (accounting for about 16.96% of the total shares of the listed company) through agreement, with a total of 117936422 shares of the listed company (accounting for about 23.00% of the total shares of the listed company). From the date of completion of the equity transfer, liberal arts holdings will transfer its remaining 19509978 shares (accounting for about 3.80% of the total shares of the listed company), all voting rights are entrusted to Foshan construction investment. After the agreement transfer and voting rights entrustment are completed, the proportion of voting rights of the listed company owned by Foshan construction investment will reach 26.80%, and Foshan construction investment will realize control over the listed company.
The non-public offering of shares is based on the performance of the above agreement. After the change of control, without considering the change of the number of share capital caused by the conversion of convertible bonds into shares and other factors, based on the upper limit of the number of shares issued, after the completion of the non-public offering, Foshan construction investment will hold more than 30% of the issued shares of the company, According to item (3) of paragraph 1 of Article 63 of the measures for the administration of the acquisition of listed companies, "an investor may be exempted from making an offer under any of the following circumstances: （3） With the approval of non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempt from making an offer. "It is proposed to submit to the general meeting of shareholders for approval CCDI is exempt from issuing takeover offers. Foshan construction investment meets the conditions for exemption from issuing an offer, and the exemption from issuing an offer does not harm the interests of the company, its shareholders, especially small and medium-sized shareholders.
We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
Independent directors: yuan Zepei, Wang Yan, Wang Liwei December 22, 2001
