Henan Lantian Gas Co.Ltd(605368)
Independent opinions of independent directors on matters related to the company's issuance of shares, purchase of assets and related party transactions
In accordance with the company law, the securities law, the rules for independent directors of listed companies, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the rules for the listing of shares of Shanghai Stock Exchange and the Henan Lantian Gas Co.Ltd(605368) articles of Association (hereinafter referred to as the "articles of association"), we are the independent directors of Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as the "company"), Carefully reviewed the relevant documents of the company's plan to purchase 52% equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as "Lantian new energy") held by Changge Yulong Industrial Co., Ltd. (hereinafter referred to as "Yulong industry") by issuing shares (hereinafter referred to as "this transaction"). We agree to the company's transaction plan and express the following independent opinions on the company's transaction:
1、 The relevant matters of this transaction have been deliberated and approved at the 18th meeting of the 5th board of directors of the company. Before the board of directors deliberates the relevant proposals, we have approved in advance. The convening, voting procedures and methods of this meeting of the board of directors comply with the provisions of relevant laws and regulations and the articles of association. 2、 The company plans to purchase 52% equity of blue sky new energy held by Yulong industry by issuing shares. The transaction plan complies with the provisions of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, other relevant laws and regulations and normative documents issued by the CSRC, and the transaction plan is operable.
3、 According to the trading plan, after the completion of this share issuance, Yulong industry is expected to hold more than 5% of the equity of the company. Yulong industry is a related party of the listed company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a related party transaction; When the board of directors considered relevant proposals, Li Baohua, a related director, avoided voting.
4、 The selection and employment procedures of the audit and evaluation institutions employed by the company are in compliance. The audit and evaluation institutions and their managers have no interest relationship with the audited and evaluated objects, have no interest relationship with the relevant parties, have no prejudice against the relevant parties, and the audit and evaluation institutions have full independence.
5、 Zhongwei Zhengxin (Beijing) Assets Appraisal Co., Ltd., an appraisal institution recognized by both parties to the transaction, has been engaged to evaluate the equity of Lantian new energy. On the benchmark date of December 31, 2021, the assessed value of all shareholders' equity of Lantian new energy according to the income method is 770211800 yuan. Through negotiation, both parties agree that the price of this transaction is 40 million yuan. The pricing principles and methods of this transaction are appropriate and fair, and there is no situation that damages the interests of the company and public shareholders.
6、 The agreement between Henan Lantian Gas Co.Ltd(605368) and Changge Yulong Industrial Co., Ltd. on issuing shares to purchase assets and the performance commitment and compensation agreement between Henan Lantian Gas Co.Ltd(605368) and Changge Yulong Industrial Co., Ltd. on issuing shares to purchase assets signed by the company and Yulong Industrial Co., Ltd. comply with the provisions of relevant laws, regulations and normative documents, and do not damage the interests of the company and minority shareholders.
7、 The report on Henan Lantian Gas Co.Ltd(605368) issuing shares to purchase assets and related party transactions (Draft) and its abstract comply with the provisions of relevant laws, regulations and normative documents. 8、 After the completion of this transaction, Lantian new energy will become a wholly-owned subsidiary of the company. The company will further explore the urban natural gas market in other regions of Henan Province, which will help to improve the overall income scale of the company, optimize the industrial chain layout and customer structure, and improve the company's comprehensive competitiveness and anti risk ability; The company will further deepen the downstream layout of natural gas and give play to the synergy between the middle and lower reaches; Integrate market resources and expand the operation area of urban gas business; It is in the interests of the company and all shareholders to increase the company's profit scale and enhance its sustainable profitability.
9、 This transaction can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC.
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Wang Zheng: Zhao Jian:
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