Harbin Jiuzhou Group Co.Ltd(300040)
Independent directors’ opinions on relevant matters of the 25th meeting of the seventh board of directors
Independent opinion of
As an independent director of the company in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the rules of procedure for independent directors of Harbin Jiuzhou Group Co.Ltd(300040) (hereinafter referred to as the “company”) and other relevant laws, regulations, rules and regulations, Express the following independent opinions on matters related to the 25th meeting of the seventh board of directors of the company:
1、 Independent opinions on the transfer of 51% equity of some power stations by the controlled equity investment fund
After review, this transaction complies with the principle of fair and reasonable transaction, and the deliberation and decision-making procedure of this matter complies with the provisions of laws, regulations and the articles of association, which has a positive impact on the normal operation, future financial status and operating results of the company and improves the interests of the company and shareholders. Therefore, we agree to this transfer and submit it to the general meeting of shareholders for deliberation.
2、 Independent opinions on the transfer of 49% equity of some power stations and related party transactions by wholly-owned subsidiaries
We believe that this related party transaction of the company is based on fair and reasonable pricing policies, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders; The transaction follows the principles of voluntariness, equality and fairness, and the relevant approval procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association. Therefore, we agree to this equity transfer and submit it to the general meeting of shareholders for deliberation.
3、 Independent opinions on the wholly-owned subsidiary’s transfer of 100% equity of some power stations and related party transactions
We believe that this related party transaction of the company is based on fair and reasonable pricing policies, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders; The transaction follows the principles of voluntariness, equality and fairness, and the relevant approval procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association. Therefore, we agree to this equity transfer and submit it to the general meeting of shareholders for deliberation.
4、 Independent opinions on financing lease loan of Tailai Jiuzhou Windsun Science Technology Co.Ltd(688663) volt power generation Co., Ltd. and providing guarantee for it
We have carefully reviewed the proposal on applying for bank loans and providing guarantees for Tailai Jiuzhou Windsun Science Technology Co.Ltd(688663) volt power generation Co., Ltd. prepared by the board of directors of the company. This guarantee is conducive to optimizing Windsun Science Technology Co.Ltd(688663) volt debt structure, improving capital turnover efficiency and will not damage the rights and interests of the company and minority shareholders. The income of power related products can cover the interest and principal of the project loan, and the financial risk is controllable. This guarantee has gone through the necessary approval procedures and complies with the company law, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws and regulations, normative documents, the articles of association and the rules of procedure of independent directors. Therefore, we unanimously agree that the company will provide guarantee for Windsun Science Technology Co.Ltd(688663) V and submit it to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the 25th meeting of the seventh board of directors) independent directors:
Zhang Chengwu, Ding Yunlong, Liu Xiaoguang
