Harbin Jiuzhou Group Co.Ltd(300040)
Independent directors’ opinions on relevant matters of the 26th meeting of the 7th board of directors
Independent opinion of
In accordance with the guiding opinions on the establishment of independent director system in listed companies, Shenzhen Stock Exchange self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, Harbin Jiuzhou Group Co.Ltd(300040) (hereinafter referred to as the “company”) Rules of procedure for independent directors and other relevant laws, regulations, rules and regulations, As an independent director of the company, he expressed the following independent opinions on relevant matters of the 26th meeting of the seventh board of directors of the company:
1、 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.
2、 Independent opinions on the transfer of 100% equity and related party transactions of Yanggu Guangyao new energy Co., Ltd. by a wholly-owned subsidiary
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 applying for bank loans and providing guarantees for Tailai Lizhi photovoltaic power generation Co., Ltd
We have carefully reviewed the proposal on applying for bank loans and providing guarantees for Tailai Lizhi photovoltaic power generation Co., Ltd. prepared by the board of directors of the company. This guarantee is conducive to optimizing the debt structure of LiZhi photovoltaic, improving the efficiency of capital turnover, and will not damage the rights and interests of the company and small and medium-sized shareholders. The income of power related products can cover the interest and principal of the project loan, and the financial risk is controllable. The guarantee has fulfilled the necessary approval procedures and complies with the provisions of the company law, Shenzhen Stock Exchange GEM Listing Rules and other relevant laws and regulations, normative documents, the articles of association and the rules of procedure for independent directors. Therefore, we unanimously agree that the company will provide guarantee for Lizhi photovoltaic and submit it to the general meeting of shareholders for deliberation.
4、 Independent opinions on temporarily replenishing working capital with some idle raised funds
After verification, all independent directors agreed that the company’s use of some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of raised funds, improving the company’s operating efficiency and in line with the company’s strategic development plan. The company has fulfilled the necessary decision-making procedures for temporarily replenishing working capital with some idle raised funds, which is in line with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, and the self regulatory guidance No. 2 for listed companies of Shenzhen Stock Exchange – standardized operation of companies listed on GEM According to the requirements 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 and the articles of association, there is no change or disguised change in the purpose of raised funds, and there is no damage to the interests of the company and minority shareholders.
Therefore, it is agreed that the company will temporarily supplement the working capital with idle raised funds of no more than 77.5 million yuan (inclusive).
5、 Independent opinions on the distribution and dissolution of investment returns of equity investment funds
We have carefully reviewed the proposal on investment return distribution and dissolution of equity investment funds held by the company’s board of directors. The total capacity of 10 new energy power stations held by Ronghe No. 1 investment is 237.5mw, and the withdrawal of investment has been completed through equity transfer, All the equity of the above-mentioned power station held by it is transferred to Qitaihe Fengrun Wind Power Generation Co., Ltd., a wholly-owned subsidiary of Huadian Fuxin Energy Development Co., Ltd., and Harbin Jiuzhou Energy Investment Co., Ltd., a wholly-owned subsidiary of the company. According to the partnership agreement of Ronghe power investment No. 1 (Jiaxing) venture capital partnership (limited partnership), the operation period of the partnership is 4 years from the establishment of the partnership. Ronghe No. 1 was established in October 2018. After the expiration of the partnership term in October 2022, all partners unanimously agreed that they would not continue to invest after the investment was recovered, and there would be no extension after the expiration. Therefore, after the completion of the delivery of the above power station, the investment return and income distribution will be carried out according to the partnership agreement, and Ronghe No. 1 will be dissolved and liquidated, The matter does not harm the interests of shareholders of the company. Therefore, the independent directors unanimously agreed on the investment return distribution and dissolution of the equity investment fund controlled by the company and submitted 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 26th meeting of the seventh board of directors) independent directors:
Zhang Chengwu, Ding Yunlong, Liu Xiaoguang
