Changzhou Almaden Co.Ltd(002623) independent director
On relevant matters of the 19th meeting of the 4th board of directors of the company
Prior approval opinion
Changzhou Almaden Co.Ltd(002623) (hereinafter referred to as "the company") intends to purchase Shouguang Lingda Information Technology Consulting Co., Ltd., Shouguang Daling venture capital partnership (limited partnership), China Petroleum & Chemical Corporation(600028) group Capital Co., Ltd., Huangshan high tech Yida Xin'anjiang specialty new venture capital fund (limited partnership) and Yangzhong high tech Yida venture capital fund partnership by issuing shares and paying cash (limited partnership), Suqian high investment Yida industry talent integration development venture capital partnership (limited partnership) and Changzhou Huahui venture capital partnership (limited partnership) hold 100% equity of Fengyang Silicon Valley intelligent Co., Ltd. at the same time, they plan to raise supporting funds from non-public development of shares by no more than 35 specific investors (hereinafter referred to as "this transaction").
As Changzhou Almaden Co.Ltd(002623) independent directors, in accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the guidance on establishing an independent director system in listed companies, the administrative measures for major asset restructuring of listed companies, the administrative measures for securities issuance of listed companies and other laws and regulations, as well as the articles of association, the independent director system and other relevant provisions, After carefully reviewing the company's documents related to this transaction and conducting sufficient due diligence, the company issued the following prior approval opinions on the proposals related to this transaction to be submitted to the 19th meeting of the Fourth Board of directors for deliberation:
1. This transaction is expected to constitute a major asset restructuring.
2. In this transaction, the framework agreement on the acquisition of equity of Fengyang Silicon Valley intelligent Co., Ltd. to be signed between the company and the counterparty is reached through negotiation in accordance with the principles of fairness and rationality. The final transaction price will be determined by the parties to the transaction through negotiation on the basis of the evaluation value specified in the evaluation report issued by the asset evaluation institution in accordance with the securities law of the people's Republic of China, The pricing method complies with the provisions and requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents.
3. This transaction complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations and other normative documents. The scheme is reasonable and feasible. This transaction is conducive to enhancing the company's competitiveness, improving the company's long-term profitability, improving the company's financial situation and long-term sustainable development. It is in line with the overall interests of the company and all shareholders, and does not harm the interests of the company and all shareholders, especially small and medium-sized investors.
In conclusion, we agree that the company will submit the relevant proposals involved in this transaction to the 19th meeting of the Fourth Board of directors for deliberation and voting.
(there is no text below, which is the signature page)
(there is no text on this page, which is the signature page of Changzhou Almaden Co.Ltd(002623) independent directors' prior approval opinions on matters related to the 19th meeting of the Fourth Board of directors of the company) signatures of all independent directors:
Ge Xiaoqi, Zeng Jianwei, Liu Jinxiang
Changzhou Almaden Co.Ltd(002623) December 23, 2021
