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
Independent opinions on supporting funds and related party transactions
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) Measures for the administration of the acquisition of listed companies, measures for the administration of major asset restructuring of listed companies (hereinafter referred to as “measures for the administration of restructuring”), measures for the administration of securities issuance of listed companies (hereinafter referred to as “measures for the administration of issuance”), guidance on the establishment of an independent director system in listed companies, standards for the governance of listed companies and Guangdong No.2 Hydropower Engineering Company Ltd(002060) articles of Association (hereinafter referred to as “articles of association”) As an independent director of Guangdong No.2 Hydropower Engineering Company Ltd(002060) (hereinafter referred to as “the company”), we have carefully reviewed the plan and relevant documents of the company’s share issuance, asset purchase and related party transactions (hereinafter referred to as “the reorganization”), and after careful analysis, with a serious, responsible and independent judgment attitude, we express independent opinions on the matters related to the reorganization as follows:
1. According to the measures for the administration of reorganization and the Listing Rules of Shenzhen Stock Exchange, this reorganization constitutes a connected transaction, and the company’s reorganization plan and related proposals have been approved by us in advance before being submitted to the board of directors for deliberation. The 23rd Meeting of the 7th board of directors of the company deliberated and adopted various proposals for the reorganization. The convening, deliberation and voting procedures of the above-mentioned board of directors comply with the provisions of relevant Chinese laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors.
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060)
2. The company meets all conditions for the implementation of this reorganization. The reorganization plan and relevant reorganization agreements and other documents comply with the provisions of the company law, the securities law, the reorganization management measures, the issuance management measures and other relevant laws, regulations and normative documents. The plan is feasible and does not harm the interests of minority shareholders. 3. The target assets of this reorganization are 100% equity of Guangdong Construction Engineering Group Co., Ltd. (hereinafter referred to as “Construction Engineering Group”) (hereinafter referred to as “target assets”). The ownership of the underlying assets to be purchased by the company in this reorganization is clear and the assets are excellent, which is conducive to improving the company’s sustainable profitability, enhancing the market anti risk ability, benefiting the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders. 4. For this transaction, the company hires an evaluation institution that meets the provisions of the securities law to evaluate the underlying assets and ensure that the evaluation institution has sufficient independence. The final transaction price of the underlying assets involved in this major asset restructuring will be determined after negotiation by all parties to the transaction based on the evaluation report issued by the asset evaluation institution in accordance with the provisions of the securities law and filed with the state-owned assets supervision and administration department. The pricing principle of the underlying assets is fair and reasonable, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors.
5. The pricing of the shares issued in this reorganization complies with the provisions of relevant laws, regulations and normative documents. The pricing is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders.
6. In order to implement this reorganization, it is agreed that the company and the counterparty sign the framework agreement on issuing shares to purchase assets with effective conditions, and agree with the overall arrangement of the board of directors of the company on this transaction.
7. The company has fulfilled the obligation of information disclosure as required and signed confidentiality agreements with relevant parties. The procedures performed comply with relevant laws, regulations and norms
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060)
Provisions of the document.
8. The reorganization can be implemented only after a number of conditions are met. The company has made a major risk warning on the approval and approval required for this restructuring in the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing shares to purchase assets and raising supporting funds and related party transactions.
9. Since the audit and evaluation of this reorganization have not been completed, it is agreed that the board of directors will not hold the general meeting of shareholders after considering the matters related to this reorganization.
10. After the audit and evaluation of the underlying assets involved in this transaction are completed, when the company reconvenes the board meeting for deliberation on the relevant contents of this transaction, we will express our opinions on the relevant matters again.
In conclusion, the relevant matters and overall arrangement of this reorganization comply with the provisions of relevant national laws, regulations and normative documents. We agree with the company’s reorganization plan and the overall arrangement of the board of directors on the reorganization.
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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’ independent 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 18, 2022
