Dayu Water-Saving Group Co.Ltd(300021) independent director
Independent opinions on matters related to the 60th (Interim) meeting of the 5th board of directors Dayu Water-Saving Group Co.Ltd(300021) (hereinafter referred to as “the company”) the 60th (Interim) meeting of the 5th board of directors was held on January 10, 2022. As an independent director of the company, we carefully read the relevant meeting materials and issued the following independent opinions after discussion:
1、 Independent opinions on the proposal on the bidding results of the company’s issuance of shares to specific objects through summary procedures in 2021
According to the provisions of relevant laws, regulations and normative documents such as the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange, and in comparison with the relevant materials provided by the company, after verification, we believe that the issuance procedures of the company are legal and compliant, The bidding results are true and valid.
Therefore, we express our independent opinions on the bidding results of issuing shares to specific objects through summary procedures.
2、 Independent opinions on the proposal on signing a share subscription agreement with effective conditions with specific objects
After review, we believe that the company is in accordance with the provisions of relevant laws, regulations and normative documents, such as the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange, After confirming the bidding results, timely sign the share subscription agreement with effective conditions with 14 specific objects, which is in line with the provisions of relevant laws and regulations and the interests of the company and all shareholders, and there is no damage to the interests of the company and minority shareholders.
Therefore, we express our independent opinions on the share subscription agreement with effective conditions signed by the company and specific objects.
3、 Independent opinions on the proposal on the authenticity, accuracy and completeness of the prospectus issued by the gem to specific objects through simple procedures
After review, We believe that the Dayu Water-Saving Group Co.Ltd(300021) gem prospectus for issuing shares to specific objects through simple procedures (hereinafter referred to as the “prospectus”) prepared by the company complies with the securities law, the measures for the administration of securities issuance registration of companies listed on GEM (for Trial Implementation) and According to the provisions of relevant laws, regulations and normative documents such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 36 – prospectus and issuance report of GEM listed companies issuing securities to specific objects (revised in 2020), the content of the prospectus is true, accurate and complete, and there are no false records Misleading statements or material omissions.
Therefore, we express our independent opinions on the prospectus prepared by the company.
4、 Independent opinions on the proposal on the company’s non recurring income statement
After review, we believe that the detailed statement of non recurring profits and losses from Dayu Water-Saving Group Co.Ltd(300021) 2018 to September 30, 2021 prepared by the company meets the requirements of accounting standards for business enterprises and strictly abides by the laws, regulations and normative documents issued by China Securities Regulatory Commission, Shenzhen Stock Exchange and other relevant units.
Therefore, we express our independent opinions on the proposal on the company’s non recurring income statement. 5、 Independent opinions on the proposal on updating the company’s 2021 plan for issuing shares to specific objects through simple procedures
After review, we believe that the updated plan for the company to issue shares to specific objects through simple procedures in 2021 (Revised Draft) complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents issued by the CSRC. Therefore, we express our independent opinions on the updated plan for the company to issue shares to specific objects by summary procedure in 2021 (Revised Draft).
6、 Independent opinions on updating the proposal on the demonstration and analysis report of the company’s plan to issue shares to specific objects in 2021 through simple procedures
We have carefully reviewed the demonstration and analysis report on the company’s plan to issue shares to specific objects in 2021 (Revised Version) (hereinafter referred to as the “demonstration and analysis report”) prepared by the company, and agreed that the demonstration and analysis report comprehensively considers the company’s industry and development stage, financing planning, financial status, etc, It fully demonstrates the background and necessity of the implementation of this issuance, the appropriateness of the selection scope, quantity and standard of this issuance object, the rationality of the pricing principle, basis, method and procedure of this issuance, the feasibility of this issuance method, the fairness and rationality of this issuance scheme, as well as the impact of this issuance on the diluted immediate return and the specific measures to fill in, Comply with relevant laws and regulations.
In conclusion, we unanimously agree to the proposal on updating the demonstration and analysis report on the company’s plan to issue shares to specific objects in 2021 through simple procedures.
7、 Independent opinions on the proposal on updating the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects in 2021 through simple procedures
After review, we believe that the updated feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects in 2021 (Revised Draft) complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents issued by the CSRC.
In conclusion, we unanimously agree to the proposal on updating the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects in 2021.
8、 Independent opinions on the proposal on risk tips, measures to fill in the return and commitments of relevant subjects (Revised Draft) for diluting the immediate return by issuing shares to specific objects through summary procedures in 2021
After review, we believe that: Based on the adjustment of the issuance plan, the company has revised some contents related to the total amount of raised funds and the number of issued shares in the diluted immediate return, filling measures and commitments of relevant subjects of the issuance of shares to specific objects in a simple procedure, In line with several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The relevant requirements of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC notice [2015] No. 31) do not damage the company The interests of the company’s shareholders, especially the minority shareholders.
To sum up, we unanimously agree to the proposal on risk tips and measures to fill in the return and commitments of relevant subjects (Revised Draft) for diluting the immediate return by issuing shares to specific objects through simple procedures in 2021.
In conclusion, based on independent judgment, we believe that the convening and voting procedures of the 60th (Interim) meeting of the Fifth Board of directors of the company comply with the provisions of relevant laws and regulations, normative documents and the articles of association, and the matters considered by the board of directors are in line with the interests of the company and all shareholders.
It is hereby announced.
Independent directors: Zheng Hongtao, Peng Ling, Sun Jian January 11, 2022
