An Hui Wenergy Company Limited(000543) independent director
About the 11th meeting of the 10th board of directors of the company
Prior approval 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").
The 11th meeting of the 10th board of directors of the company will consider the relevant proposals of the above two transactions, and the relevant meeting materials have been submitted to the independent directors of the company in advance. In accordance with the company law, the securities law, 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 stock listing rules of Shenzhen Stock Exchange and the An Hui Wenergy Company Limited(000543) articles of association, as independent directors of the company, we have reviewed the relevant meeting materials provided by the board of directors of the company, On the basis of independent judgment, we hereby give the following prior approval opinions:
1、 The trading plan of the company complies with the provisions of the company law, the securities law, the administrative measures for major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations, rules and normative documents, and the trading plan is operable.
2、 The counterparty of this cash purchase of assets is energy group, which is the controlling shareholder of the company. This transaction constitutes a connected transaction. When the board of directors of the company considers this transaction, the connected directors shall avoid voting. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
3、 The transaction price of the underlying equity of this transaction is based on the asset evaluation results issued by the evaluation institution qualified to engage in Securities and futures related business. After negotiation between the two parties of this transaction, the transaction pricing principle is fair and reasonable and follows the general commercial terms.
4、 The proposal on paying cash to purchase assets and providing guarantee according to shareholding ratio prepared by the company for this transaction is true, accurate and complete. We recognize the relevant contents of these proposals and agree to submit the relevant proposals to the board of directors of the company for deliberation.
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.
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.
To sum up, we believe that this transaction is in line with the long-term development of the company and the interests of all shareholders, fair and reasonable to the company and all shareholders, there is no damage to the interests of the company and other shareholders, especially minority shareholders, and in line with the provisions of relevant national laws, regulations and normative documents. As an independent director of the company, We agree to submit this connected transaction to the board of directors 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' prior approval opinions on relevant matters of the 11th meeting of the 10th board of directors of the company)
Zhang Yunyan, Xie Jingdong, Yao Wangxin
March 11, 2022
