An Hui Wenergy Company Limited(000543) independent director
About the 11th meeting of the 10th board of directors of the company
Independent opinions on relevant matters
An Hui Wenergy Company Limited(000543) (hereinafter referred to as "the company" or "the company") intends to purchase 51% equity of Anhui Wanneng Environmental Power Generation Co., Ltd. (hereinafter referred to as "environmental power generation") held by Anhui Energy Group Co., Ltd. (hereinafter referred to as "energy group") in cash. (the above transaction is referred to as "this transaction").
In accordance with the guiding opinions on the establishment of independent director system in listed companies issued by the China Securities Regulatory Commission, the stock listing rules of Shenzhen Stock Exchange and the An Hui Wenergy Company Limited(000543) articles of association, as an independent director of the company, in the attitude of being responsible to the company and all shareholders, We have carefully reviewed the proposal on paying cash to purchase assets and providing guarantee according to shareholding ratio and relevant documents. Based on our independent judgment, we express our independent opinions on this transaction as follows:
According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this transaction does not constitute a major asset restructuring of listed companies; According to the Listing Rules of Shenzhen Stock Exchange, as the counterparty of this transaction, energy group, is the controlling shareholder of the company, this transaction constitutes a connected transaction.
1. The trading scheme of this transaction is reasonable and feasible, and complies with the provisions of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents.
2. This transaction and the relevant agreements to be signed comply with the provisions of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations and normative documents. It is agreed that the company and energy group sign the agreement related to this transaction. Agree with the overall plan and arrangement of the board of directors on this transaction. The transaction plan is feasible and operable without major legal and policy obstacles.
3. The transaction plan was deliberated and adopted at the 11th meeting of the 10th board of directors of the company, and the related directors avoided voting according to law. The convening procedures, voting procedures and methods of the board meeting shall comply with the provisions of relevant national laws, regulations, normative documents and the articles of association.
4. According to the transaction plan, the final transaction price of this transaction is based on the evaluation value specified in the asset evaluation report issued by the asset evaluation institution with securities business qualification, which is determined by all parties through negotiation on the principle of fairness and voluntariness. The transaction pricing principle is fair and reasonable, follows the general commercial terms, and does not damage the company and all its shareholders Especially the interests of minority shareholders.
5. The joint and several guarantee liability for the environmental protection power generation loan according to the shareholding ratio is that the company transfers the joint and several guarantee liability originally undertaken by the energy group for the environmental protection power generation loan according to the investment ratio. The company has the ability to control its operation and management risk within the guarantee period, the financial risk is within the company's control, and the company's guarantee will not affect the interests of the company and shareholders. For this guarantee, the company has strictly implemented the approval authority and procedures for external guarantee, and the decision-making procedures and contents comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. There is no violation of guarantee and no behavior damaging the interests of the company and shareholders.
6. After the completion of this transaction, the company will directly hold 51% equity of environmental protection power generation. After the implementation of this transaction, the market competitiveness of the company can be improved. It helps to reduce financial risks and enhance the ability to resist risks. This transaction is in line with the interests of the company and all shareholders and does not damage the interests of minority shareholders.
7. This transaction needs to be deliberated and approved by the general meeting of shareholders of the company.
The procedures of this transaction comply with laws and regulations and are open, fair and reasonable. This transaction is conducive to the business development and performance improvement of the listed company, protects the independence of the listed company and will not damage the interests of other non affiliated shareholders, especially small and medium-sized shareholders.
To sum up, we agree to this transaction and related guarantees, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
(there is no text on this page, which is the signature page of An Hui Wenergy Company Limited(000543) independent directors' independent opinions on relevant matters of the 11th meeting of the 10th board of directors of the company)
Zhang Yunyan, Xie Jingdong, Yao Wangxin
March 15, 2022
