Report of independent directors on the 45th meeting of the 5th board of directors
Independent opinions on relevant matters
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and Eve Energy Co.Ltd(300014) (hereinafter referred to as the “company”). As independent directors of the company, we have carefully consulted the relevant meeting materials of the company and hereby express the following independent opinions on the relevant matters of the 45th meeting of the Fifth Board of directors of the company:
1、 Independent opinions on the proposed signing of the contract between the subsidiary and the Management Committee of Jingmen high tech Zone
This investment will help the company to expand the production capacity of power energy storage batteries, optimize the company’s industrial structure, further promote the company’s development in the lithium-ion power battery market, and enhance the company’s influence and comprehensive competitiveness in the new energy industry, which is in line with the company’s development strategic planning and the interests of all shareholders. We agree that the subsidiary will sign the contract with the Management Committee of Jingmen high tech Industrial Development Zone.
2、 Independent opinions on share repurchase plan of the company
1. The company’s share repurchase plan complies with the relevant provisions of the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other laws and regulations, normative documents and the articles of association. The voting procedures of the board of directors to consider this matter are legal and compliant.
2. The shares repurchased by the company this time are used for employee stock ownership plan or equity incentive, which is conducive to further improving the company’s long-term incentive and restraint mechanism, improving employee cohesion and company competitiveness, and promoting the long-term and healthy development of the company.
3. The company’s capital source for share repurchase this time is the company’s own funds. The total amount of share repurchase funds is not less than 150 million yuan and not more than 300 million yuan (including this amount), and is implemented in the form of centralized bidding transaction. This repurchase will not have a significant impact on the company’s business activities, financial status, R & D, debt performance ability and future development, It will not affect the listing status of the company and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, we unanimously agree to the company’s share repurchase plan.
3、 Independent opinions on the ninth employee stock ownership plan (Draft)
1. The content of the ninth employee stock ownership plan (Draft) of the company complies with the provisions of relevant laws and regulations such as the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and the articles of association, and there is no situation prohibited by relevant laws and regulations and that may damage the interests of the company and all shareholders;
2. The implementation of the employee stock ownership plan is based on the principle of legal compliance, voluntary participation and risk bearing. There is no case of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc; 3. The company’s implementation of the ninth employee stock ownership plan will further deepen the company’s incentive system, improve the cohesion and competitiveness of employees, facilitate the effective combination of shareholders’ interests, company interests and employees’ interests, and ensure the realization of the company’s future development strategy and business objectives.
To sum up, we agree that the company will implement the ninth employee stock ownership plan and submit the relevant contents of the employee stock ownership plan to the general meeting of shareholders for deliberation.
4、 Independent opinions on connected transactions
When the board of directors of the company reviewed the related party transaction, the related directors withdrew, and the review and voting procedures were in line with the provisions of relevant laws, regulations and the articles of association. The leased office building is necessary for the normal operation of the company. The transaction price is determined by both parties through negotiation. The pricing is fair and reasonable, and there is no damage to the rights and interests of the company and all shareholders. We agree on this related party transaction.
5、 Independent opinions on financial leasing business of subsidiaries
The sale and leaseback financial leasing business handled by the company’s subsidiaries this time is beneficial to broaden financing channels, optimize financing structure, facilitate the smooth progress of production and operation, meet the requirements of relevant laws and regulations and enterprise needs, meet the regulatory requirements of listed companies and the provisions of the articles of association, and the procedures are legal and effective. This financial leasing business does not constitute a connected transaction and does not damage the interests of the company and shareholders, especially minority shareholders. We agree that the company’s subsidiary intends to handle this sale and leaseback financial leasing business.
5、 Independent opinions on temporarily replenishing working capital with some idle raised funds
The company and its subsidiaries used some idle raised funds to temporarily supplement working capital, fulfilled the necessary approval procedures, and complied with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies; It also helps to improve the use efficiency of raised funds and reduce financial costs. There is no change or disguised change in the purpose of raised funds, does not affect the normal progress of the investment plan of raised funds, and does not damage the interests of the company and minority shareholders. We agree that the company and its subsidiaries shall use some idle raised funds of no more than 1 million yuan to supplement working capital temporarily, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
6、 Independent opinions on financial assistance provided by the company and its subsidiaries to holding subsidiaries
The financial support provided to Hubei Yiwei Power Co., Ltd. (hereinafter referred to as “Yiwei power”) and its subsidiaries is conducive to improving the efficiency of the company’s overall funds and promoting the smooth development of the company’s power battery business. Considering the holding position of the company in Yiwei power, the company can implement effective risk control in its production and operation, finance, fund management, important personnel arrangement and other aspects, and the risk of this financial assistance is controllable. The deliberation procedures and decision-making procedures of the board of directors on this financial assistance are legal and comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules; In addition, the interest rate of this financial assistance is not lower than the bank loan interest rate in the same period, and the pricing is fair. We unanimously agree on this financial assistance.
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(there is no text on this page, which is the signature page of the independent opinions of Eve Energy Co.Ltd(300014) independent directors on relevant matters of the 45th meeting of the Fifth Board of directors)
Signature of independent director:
Lei Qiaoping, Tang Yong, Wang Yuelin March 10, 2022
