Fuda Alloy Material Co.Ltd(603045) independent director
Prior approval opinions on relevant matters of the 36th meeting of the sixth board of directors of the company in accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant provisions, we are independent directors of Fuda Alloy Material Co.Ltd(603045) (hereinafter referred to as “the company”), We have reviewed in advance the matters related to the replacement of major assets and the issuance of shares to purchase assets and supporting raised funds and related party transactions (hereinafter referred to as “this reorganization” or “this transaction” or “this major asset reorganization”) at the 36th meeting of the sixth board of directors of the company, and hereby express the following opinions: I. opinions on the prior approval of this major asset reorganization
1. The company’s major asset replacement and issuance of shares to purchase assets and raise supporting funds constitute a major asset reorganization. The major asset restructuring plan and the relevant agreements signed and proposed to be signed comply with the provisions of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, other relevant laws and regulations and normative documents issued by the CSRC. The plan is reasonable and feasible, and does not harm the interests of the company and its shareholders, especially small and medium-sized investors.
2. The pricing principle of this reorganization of the company complies with the provisions of relevant laws and regulations. The transaction price of assets placed and placed will be based on the evaluation results issued by the asset evaluation institution in line with the provisions of the securities law. The pricing principle is fair and reasonable and will not damage the interests of the company and all shareholders.
3. This transaction will help the company to further improve the asset quality and scale, enhance the market competitiveness of the company, enhance the profitability and sustainable development ability of the company, contribute to the long-term development of the company and meet the interests of the company and all shareholders.
In conclusion, we recognize the relevant proposals involved in the company’s reorganization and agree to submit the relevant proposals to the 36th meeting of the sixth board of directors for deliberation.
2、 Prior approval opinions on the company’s shareholder return plan for the next three years (20222024)
The shareholder return plan for Fuda Alloy Material Co.Ltd(603045) the next three years (20222024) complies with relevant laws and regulations and the dividend policy of listed companies of China Securities Regulatory Commission, which is conducive to safeguarding the rights and interests of the company and shareholders, and there is no damage to the interests of the company and the rights and interests of minority shareholders. We recognize the relevant contents of the plan for return to shareholders for Fuda Alloy Material Co.Ltd(603045) the next three years (20222024), and agree to submit the proposal to the 36th meeting of the sixth board of directors for deliberation.
Independent directors: Huang pinxu, Wen Dongmei, Zhang Jie March 31, 2022
