Tianyu Eco-Environment Co.Ltd(603717)
Proposal of independent directors on the 40th meeting of the third board of directors
separate opinion
As an independent director of Tianyu Eco-Environment Co.Ltd(603717) (hereinafter referred to as “the company”), in accordance with the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange, the guidelines for the performance of independent directors of listed companies, the articles of association and other relevant provisions, and on the basis of carefully reviewing the relevant materials provided by the company, the independent directors of Tianyu Eco-Environment Co.Ltd(603717) (hereinafter referred to as “the company”) express their independent opinions on the company’s proposal on the change of some matters related to the investment in Qinghai juzhiyuan as follows:
(I) proposal on the change of some matters related to the investment in Qinghai juzhiyuan
After verification, the company’s foreign investment meets the needs of the company’s strategic development plan, is conducive to improving the company’s competitiveness, the transaction price is fair, fair and reasonable, follows the principles of voluntariness, openness and integrity, and does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders. The decision-making procedures for this investment are legal and effective, and comply with the provisions of the company law and other laws, administrative regulations, departmental rules, normative documents and the articles of association. Therefore, we agree to the foreign investment.
After verification, the company’s valuation method, assumptions, production capacity and pricing basis for Qinghai juzhiyuan company, as well as the audited revenue of Qinghai juzhiyuan in 2021 in combination with the current situation of the industry, and taking into account the performance gambling terms between the listed company and the counterparty, it is considered that the changed investment plan is determined through negotiation between the two parties, with less risk to the listed company and fair transaction price, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
(there is no text below, which is the signature page of independent directors)
