Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060)
Guangdong No.2 Hydropower Engineering Company Ltd(002060) independent director
About the company issuing shares to purchase assets and raising funds
Prior approval opinions on supporting funds and related party transactions
In accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the standards for the governance of listed companies, the measures for the administration of major asset restructuring of listed companies and the Guangdong No.2 Hydropower Engineering Company Ltd(002060) articles of Association (hereinafter referred to as the “articles of association”), we are the independent directors of Guangdong No.2 Hydropower Engineering Company Ltd(002060) (hereinafter referred to as the “company”), The company intends to purchase 100% equity of Guangdong Construction Engineering Group Co., Ltd. (hereinafter referred to as “Construction Engineering Group”) held by Guangdong Construction Engineering Group Holding Co., Ltd. (hereinafter referred to as “Construction Engineering Group”) by issuing shares (hereinafter referred to as “this reorganization”), and gives the following prior approval opinions:
After carefully reviewing the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing shares to purchase assets and raising matching funds and related party transactions and its abstract, the framework agreement for issuing shares to purchase assets with effective conditions signed by the company with construction engineering holdings and construction engineering group and other relevant materials to be submitted to the board of directors for consideration, after careful analysis and based on independent judgment, we believe that:
1. The restructuring plan complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, other relevant laws, regulations and normative documents issued by the CSRC. The plan is reasonable and feasible.
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060)
2. In accordance with the measures for the administration of major asset restructuring of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, this restructuring constitutes a major asset restructuring and a related party transaction. When the board of directors considered the proposals related to this major asset restructuring, the related director Chen Pengfei needed to avoid voting.
3. The transaction price of the subject assets of this reorganization will be based on the evaluation results of the evaluation report issued by the asset evaluation institution in accordance with the provisions of the securities law and filed by the state-owned assets supervision and administration department, and will be determined by the parties to the transaction through negotiation. The pricing principle of this reorganization of the company complies with the provisions of relevant national laws, regulations and normative documents. The reorganization is open, fair and reasonable, and there is no behavior damaging the interests of the company and its shareholders, especially small and medium-sized shareholders.
4. This reorganization is conducive to enhancing the company’s competitiveness, improving the company’s sustainable profitability, long-term sustainable development, in line with the interests of the company and all shareholders, and does not damage the interests of minority shareholders.
5. We have received the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing shares to purchase assets and raising matching funds and related party transactions (hereinafter referred to as the “plan”) and the relevant proposals and other relevant documents proposed by the company to be submitted to the board of directors for consideration. We have inquired and understood the matters involved in the reorganization from the relevant departments and personnel of the company. We believe that, The plan and relevant proposals to be submitted to the board of directors for deliberation this time comply with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations and normative documents.
Based on the above, we agree to various proposals related to this restructuring and agree to submit these proposals to the board of directors of the company for deliberation.
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Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060)
(there is no text on this page, which is only used for the signature page of Guangdong No.2 Hydropower Engineering Company Ltd(002060) independent directors’ prior approval opinions on the company issuing shares to purchase assets and raising supporting funds and related party transactions) signature of independent directors:
Yin Bing, Li Caihong
Zhu Yikun, Xie Yuanbao
March 11, 2022
