Fuda Alloy Material Co.Ltd(603045) independent director
Independent opinions on relevant matters of the 36th meeting of the sixth board of directors of the company
As an independent director of Fuda Alloy Material Co.Ltd(603045) Materials Co., Ltd. (hereinafter referred to as “the company”), based on the principle of independent and objective judgment, in accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, We express our independent opinions on major asset replacement and 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 as follows:
1、 Independent opinions on this major asset restructuring
1. The company’s major asset restructuring plan and related proposals have been approved in advance by independent directors before being submitted to the board of directors for deliberation.
2. The relevant proposals involved in this major asset restructuring were adopted at the 36th meeting of the sixth board of directors of the company. The convening and convening procedures, voting procedures and methods of the board meeting comply with the provisions of relevant national 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.
3. The trading plan and all agreements signed by the trading parties on this major asset restructuring 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, the measures for the administration of securities issuance of listed companies, other relevant laws and regulations and relevant normative documents of the China Securities Regulatory Commission. The trading plan is operable.
4. The final undertaking subject of the assets purchased in this transaction is Wang Dawu, the actual controller of the company or the third party designated by him. Therefore, the asset replacement in this transaction constitutes a related party transaction; After the completion of this transaction, Hangzhou Jinjiang Group Co., Ltd. (hereinafter referred to as “Jinjiang Group”) will become the controlling shareholder of the listed company, and Dou Zhenggang will become the actual controller of the listed company. Jinjiang Group, Hangzhou Zhengcai Holding Group Co., Ltd. (hereinafter referred to as “Zhengcai holding”), Zhejiang HENGJIA Holding Co., Ltd. (hereinafter referred to as “HENGJIA holding”) Manchester United (Hangzhou) enterprise management partnership (limited partnership) (hereinafter referred to as “Hangzhou Manchester United”) and Hangzhou Yande Industry Co., Ltd. (hereinafter referred to as “Yande industry”) will hold more than 5% of the shares of the listed company after this transaction. Zhengcai holding, HENGJIA holding, Hangzhou Manchester United, Yande industry and Jinjiang Group are acting in concert, and the above-mentioned counterparties will become potential related parties of the listed company. Therefore, this transaction constitutes a connected transaction, and the connected directors have avoided voting.
5. The company employs an independent third-party audit institution and evaluation institution in accordance with the provisions of the securities law to audit and evaluate the assets to be purchased and placed, has completed the relevant audit and evaluation work, and has issued the relevant audit report and evaluation report. The price of the assets to be purchased and placed by the company shall be based on the appraisal results confirmed in the asset appraisal report issued by the appraisal institution. 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.
6. The appraisal institution employed by the company complies with the provisions of the securities law, the selection and employment procedures are in compliance, the appraisal institution and the appraiser in charge have no interest relationship with the appraisal object, have no interest relationship with the relevant parties, have no prejudice against the relevant parties, and the appraisal institution has full independence.
7. This reorganization is conducive to enhancing the company’s competitiveness, improving the company’s sustainable profitability, improving the company’s financial situation and long-term sustainable development. It is in line with the interests of all shareholders of the company and does not harm the interests of minority shareholders.
8. In accordance with relevant laws and regulations and the articles of association, the company has performed the necessary legal procedures for matters related to this reorganization at this stage, which are complete, compliant and effective.
9. The company has made a major risk warning on the approval and approval matters to be obtained in the reorganization report (Draft).
To sum up, the procedures of this transaction comply with laws and regulations and are open, fair and reasonable. This transaction is conducive to the business development and performance improvement of the listed company, ensures the independence of the listed company and will not damage the interests of other shareholders, especially small and medium-sized shareholders. We agree to the reorganization and the arrangements made by the board of directors related to the transaction.
2、 Independent opinions on the shareholder return planning of the company in the next three years (20222024)
The formulation of the Fuda Alloy Material Co.Ltd(603045) shareholder return plan for the next three years (20222024) complies with 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. The company has established a sustained, stable and scientific return mechanism for investors, maintained the continuity and stability of profit distribution policy, protected the legitimate rights and interests of investors, increased the transparency and operability of dividend distribution decision-making, and improved and improved the company’s dividend decision-making and supervision mechanism. Therefore, we agree to the shareholder return plan of the company for the next three years (20222024) and agree to submit it to the general meeting of shareholders for deliberation.
Independent directors: Huang pinxu, Wen Dongmei, Zhang Jie March 31, 2022
