Shanghai Haoyuan Chemexpress Co.Ltd(688131) independent directors
Independent opinions on relevant matters considered at the fourth meeting of the third board of directors Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as “the company”) intends to provide information to Wang Yuan (Wang Yuan), Shanghai Yuanmeng enterprise management consulting partnership (limited partnership), Qidong Yuanli enterprise management consulting partnership (limited partnership) Ningbo Jiusheng innovative pharmaceutical technology Co., Ltd. issued shares and paid cash to purchase 100% equity of YaoYuan Pharmaceutical Chemistry (Shanghai) Co., Ltd. it plans to issue shares to Shanghai anxio Information Technology Co., Ltd., the controlling shareholder, to raise supporting funds (hereinafter referred to as “this transaction”). In accordance with the measures for the administration of major asset restructuring of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, as well as the relevant provisions of Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of association, we, as independent directors of the company, in the attitude of being responsible to the company and all shareholders, based on independence, objectivity Based on the principle of prudence, we hereby express the following independent opinions on the proposals related to this transaction, such as the proposal on the company’s issuance of shares and payment of cash to purchase assets and raising supporting funds and related party transactions, which were considered at the fourth meeting of the third board of directors of the company:
1. The regulations of the people’s Republic of China on the reorganization of listed companies and the administrative measures of the people’s Republic of China on the issuance of major assets of listed companies listed on the scientific and technological board are in line with the law of the people’s Republic of China on the reorganization of listed companies and the administrative measures of the people’s Republic of China on the issuance of major assets Regulations and normative documents on issuing shares, paying cash to purchase assets and raising supporting funds.
2. This transaction constitutes a connected transaction. The relevant proposal was considered and adopted at the fourth meeting of the third board of directors of the company, and the connected directors avoided voting. The convening and convening procedures, voting procedures and methods of the board of directors comply with the provisions of relevant laws, regulations and the articles of association.
3. The plan for Shanghai Haoyuan Chemexpress Co.Ltd(688131) issuing shares and paying cash to purchase assets and raising matching funds and related party transactions and the framework agreement signed by relevant parties comply with the provisions of laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the law on the administration of major asset restructuring of listed companies, This transaction scheme is feasible and operable.
4. This transaction is conducive to achieving the company’s strategic objectives, enhancing the company’s industry status and influence, consolidating the development of the company’s main business, expanding the company’s business scale and enhancing the company’s sustainable profitability, which is in line with the company’s long-term development and the interests of all shareholders.
5. Since the audit and evaluation of this transaction have not been completed, the board of directors will not hold the general meeting of shareholders after considering matters related to the transaction. After the price of the underlying assets of this transaction is determined through audit and evaluation, the board of directors shall be convened again for deliberation and approval. When the company reconvenes the board meeting for deliberation on this transaction, we will express our opinions on relevant matters again.
6. The agreement related to this transaction was reached through negotiation on the principle of voluntariness, fairness and reasonableness. The pricing principle of the company’s issuance of new shares to the counterparty and the subscribers raising supporting funds complies with the laws and regulations such as the administrative measures for major asset restructuring of listed companies, the special provisions for major asset restructuring of listed companies on the science and innovation board, the administrative measures for securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) Regulations and normative documents do not harm the interests of the company and shareholders.
7. The company plans to hire a qualified audit institution and evaluation institution to audit and evaluate the underlying assets. The transaction price of this transaction will be based on the evaluation results issued by the asset evaluation institution and determined by both parties through negotiation, so as to ensure that the transaction price is fair and reasonable.
8. The plan for Shanghai Haoyuan Chemexpress Co.Ltd(688131) issuing shares and paying cash to purchase assets and raise matching funds and related party transactions has disclosed in detail the approval matters and procedures related to this transaction, and made special tips on the risks that may not be approved.
9. This transaction still needs to be reviewed and approved by the second board of directors and shareholders’ meeting of the company, approved by Shanghai Stock Exchange and approved by China Securities Regulatory Commission.
To sum up, we agree that the company issues shares, pays cash to purchase assets, raises supporting funds and related transactions, and agree that the proposals related to this transaction will not be submitted to the general meeting of shareholders for deliberation.
It is hereby explained.
Independent director: Gao Yao, Yuan Bin, Zhang Xingxian March 3, 2022
