Changzhou Almaden Co.Ltd(002623) independent director
On relevant matters of the 19th meeting of the 4th board of directors of the company
separate opinion
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 relevant documents of the 19th meeting of the 4th board of directors and conducting full due diligence, the independent opinions on the relevant matters of the 19th meeting of the 4th board of directors are as follows:
1、 The plan for the company to issue shares and pay cash to purchase 100% equity of Fengyang Silicon Valley intelligent Co., Ltd. and raise supporting funds (hereinafter referred to as “this transaction”) complies with the company law, the securities law and the measures for the administration of major asset restructuring of listed companies And other relevant laws and regulations. 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, long-term sustainable development, in line with the overall interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially small and medium-sized investors.
2. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this transaction is expected to constitute a major asset restructuring, and this transaction constitutes a related party transaction. The independent directors reviewed the related party transactions and issued prior approval opinions. The non affiliated directors attending the meeting deliberated and passed relevant proposals. The convening procedures, voting procedures and methods of the board of directors comply with the provisions of the company law and other laws and regulations, normative documents and the articles of association. The relevant resolutions of the board of directors on this transaction are legal and effective.
3. The framework agreement on the acquisition of equity of Fengyang Silicon Valley intelligent Co., Ltd. signed by the company and the counterparty with conditions in force complies with the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other relevant laws Regulations and normative documents and requirements of regulatory rules.
4. The transaction price of the underlying assets of this transaction will be based on the appraisal value specified in the asset appraisal report issued by the asset appraisal institution in accordance with the provisions of the securities law of the people’s Republic of China, and shall be determined by the parties to the transaction through negotiation. The pricing principle of this transaction price complies with the provisions of relevant laws and regulations. This transaction is open, fair and reasonable, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized investors.
5. The company has fulfilled the obligation of information disclosure as required, and the procedures performed comply with the provisions of relevant laws, regulations and normative documents.
6. This transaction can be completed only after a number of conditions are met. There is uncertainty about whether it can be approved or approved and the time to obtain relevant approval or approval. The company has made major risk tips in the plan for Changzhou Almaden Co.Ltd(002623) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions.
7. The audit and evaluation involved in this transaction have not been completed. It is agreed that the board of directors will not hold the general meeting of shareholders after considering relevant matters related to this transaction. After the audit and evaluation are completed, the company will convene the board of directors again to review the matters related to this transaction. At that time, we will express independent opinions on the matters related to this transaction again.
To sum up, this transaction of the company complies with the provisions of relevant national laws, regulations and normative documents, and there is no situation damaging the interests of the company and all shareholders, especially small and medium-sized investors. We agree with the proposal related to this transaction in the 19th meeting of the Fourth Board of directors of the company.
(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’ independent 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
