Wenzhou Yihua Connector Co.Ltd(002897) opinions of independent directors
Wenzhou Yihua Connector Co.Ltd(002897)
Independent directors’ opinions on relevant matters of the third meeting of the Fourth Board of directors
Independent opinion of
In accordance with the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the rules for independent directors of listed companies, the articles of association and other relevant laws and regulations, as independent directors of the company, we, in a serious and responsible attitude, through a detailed understanding of the relevant situation and based on independent judgment, have reviewed the relevant matters considered at the third meeting of the Fourth Board of directors of the company, Based on independent judgment, the following independent opinions are expressed:
1、 Independent opinions on matters related to this transaction
(1) The company’s transaction plan and the equity transfer agreement and other relevant documents signed with the counterparty comply with the relevant provisions of relevant laws, regulations, rules and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies in Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board, and the specific scheme of this transaction is operable, Effectively protect the interests of investors.
(2) The pricing of the subject company of this transaction complies with the provisions of relevant laws, regulations and policies. The pricing is fair, compliant and reasonable, and there is no damage to the interests of the company and shareholders.
(3) This transaction is conducive to improving the asset quality and profitability of the company, enhancing the sustainable operation ability and core competitiveness of the company, and fundamentally conforms to the interests of all shareholders of the company, especially the interests of minority shareholders.
2、 Independent opinions on the decision-making procedures of this transaction
(1) The proposals and documents related to this transaction have been approved by us in advance before being submitted to the third meeting of the Fourth Board of directors of the company (hereinafter referred to as “this board of directors”).
(2) The counterparty of this transaction, Yihua Holding Group Co., Ltd. (hereinafter referred to as “Yihua holding”) is the controlling shareholder of the company, and Yihua holding is the related party of the company. This transaction constitutes a related party transaction, which is under review by the board of directors
Wenzhou Yihua Connector Co.Ltd(002897) opinions of independent directors
Related directors Chen xianmeng, Fang Jianbin, Fang Jianwen, Jiang Youan, Cai Shengcai and Zhu Songping have avoided voting when discussing the proposals related to this transaction.
(3) This transaction has been deliberated and approved by the third meeting of the Fourth Board of directors of the company and has fulfilled the obligation of information disclosure according to the regulations. The convening procedures and voting procedures of the above-mentioned board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association.
3、 Independent opinions on the independence of the appraisal institution, the rationality of the appraisal assumptions, the relevance of the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
(1) Independence of the evaluation organization
The appraisal institution Tianjin Zhonglian Asset Appraisal Co., Ltd. (hereinafter referred to as “Zhonglian appraisal” and “appraisal institution”) employed by the company in this transaction has the qualification of securities and futures business, and the selection and employment procedures are in compliance with the regulations; The appraisal institution, the appraiser in charge and the company, the counterparty and the target company have no relationship except business relationship, and there are no actual and expected interests or conflicts. The appraisal institution is independent;
(2) Evaluate the rationality of assumptions
The appraisal assumptions adopted by the appraisal institution for the appraisal of the subject assets are based on the national macroeconomic environment, comprehensively considering the general practices and standards in the process of market appraisal, in line with the actual situation of the appraisal object, and the appraisal assumptions are reasonable.
(3) Correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to determine the market value of the subject asset as of the benchmark date of appraisal and provide value reference basis for this transaction. As the appraised entity has complete financial data and asset management data available, and the data and information sources related to the acquisition cost of assets are wide, and the appraised entity is adjusting its business strategy and management mode due to poor management, it is expected that there will be major changes in its future operation and it is difficult to reasonably predict its future income, so the asset-based method can be adopted for this appraisal.
In accordance with the requirements of relevant national laws and regulations and industry norms, and following the principles of independence, objectivity, impartiality and science, the necessary appraisal procedures have been implemented to evaluate the market value of the subject asset as of the benchmark date. The selected appraisal method is reasonable and consistent with the purpose of the appraisal.
(4) Evaluate the fairness of pricing
Wenzhou Yihua Connector Co.Ltd(002897) opinions of independent directors
The assumptions and methods of this appraisal are reasonable; The appraised entity has complete financial information and asset management information that can be used. The relevant data and information sources of asset acquisition cost are wide, and the appraisal result is fair and reasonable. The transaction price is determined based on the evaluation results of the underlying assets, and the pricing basis is fair with the bus price.
To sum up, we believe that this related party transaction is conducive to supporting the business development of the company and promoting the sustainable and healthy development of the company. This connected transaction follows the principles of fairness and impartiality, conforms to business practices, conforms to the interests of the company and all shareholders, conforms to the company’s development strategy and is conducive to the long-term development of the company; It does not affect the independence of the company and does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders. It complies with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. When the board of directors of the company deliberated the related party transaction proposal, the related directors avoided voting, and the deliberation procedure was legal and effective. We agree to submit the proposal on equity transfer and related party transactions of subsidiaries to the general meeting of shareholders for deliberation.
2、 Independent opinions on the proposal of providing guarantee for related parties
We believe that after the sale of the subsidiary, the company’s guarantee for Hunan Yihua will be changed from the guarantee for the holding subsidiary to the guarantee for the company’s related parties. In order to further ensure that the interests of the company will not be damaged, Yihua holdings will provide counter guarantee to the company for the guarantee of Hunan Yihua until the expiration of the above guarantee period. This related party guarantee follows the principles of fairness and impartiality, conforms to the interests of the company and all shareholders, conforms to the company’s development strategy and is conducive to the long-term development of the company; Effective risk control measures have been taken to ensure that the risk is controllable, there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders, and it is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. When the board of directors of the company deliberated the related party transaction proposal, the related directors avoided voting, and the deliberation procedure was legal and effective. We agree to submit the proposal on providing guarantee for related parties to the general meeting of shareholders for deliberation.
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Wenzhou Yihua Connector Co.Ltd(002897) opinions of independent directors
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Wang Qi, Shi Xiaoxia, Zheng Jinwei
