The independent opinions of the independent directors of conch (Anhui) energy saving and environmental protection new materials Co., Ltd. on matters related to the 19th session of the ninth board of directors are in accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the relevant provisions of the articles of association of conch (Anhui) energy saving and environmental protection new materials Co., Ltd. and the independent director system, As an independent director of conch (Anhui) energy conservation and environmental protection new materials Co., Ltd. (hereinafter referred to as "the company"), based on our independent judgment, we express independent opinions on relevant matters of the 19th session of the ninth board of directors of the company as follows:
1. Progress on the public listing and sale of 49% equity of Jiangsu Conch Building Materials Co., Ltd. and related party transactions.
Upon deliberation and approval at the 16th meeting of the ninth board of directors of the company, the company publicly listed and sold 49% equity of Jiangsu Conch Building Materials Co., Ltd. (hereinafter referred to as "Jiangsu building materials") through Anhui Changjiang Property Exchange on March 18, 2022, with a listing reserve price of 582904 million yuan. The specific transaction price will be determined according to the results of public bidding. As of the deadline for public listing, a qualified intended transferee, namely Anhui Conch Cement Company Limited(600585) (hereinafter referred to as " Anhui Conch Cement Company Limited(600585) "), has been solicited with a quotation of 582904 million yuan. According to the relevant provisions of Anhui Changjiang property right exchange, Anhui Conch Cement Company Limited(600585) is the transferee, and the subject equity is transferred by agreement.
The board of directors agreed that the company would sell 49% of the equity of Jiangsu building materials to Anhui Conch Cement Company Limited(600585) according to the results of public listing, and the sale price would be determined according to the principle of the higher of the listing price and Anhui Conch Cement Company Limited(600585) quotation, i.e. 582904 million yuan, and agreed that the company and Anhui Conch Cement Company Limited(600585) would sign the property right transaction contract. As Anhui Conch Cement Company Limited(600585) is an enterprise under the control of Anhui Conch Group Co., Ltd., the controlling shareholder of the company, this transaction constitutes a related party transaction.
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the management system of related party transactions of the company, as this related party transaction was generated by public listing and the price was fair and reasonable, the company applied to Shenzhen stock exchange for the above related party transactions and was exempted from the deliberation procedures of the general meeting of shareholders. The above matters took effect after being deliberated and approved by the non affiliated directors of the board of directors, and the affiliated directors Mr. Wan Yong and Mr. Wang Pengfei avoided voting.
The related party transaction has been approved by us in advance and agreed to be submitted to the board of directors for deliberation. We believe that this related party transaction is caused by the company's public listing and sale of 49% equity of Jiangsu building materials. The listing base price is not lower than the assessed value of net assets. The transaction price is determined according to the principle of the higher of the listing price and the quotation of the intended transferee, which is in line with the principles of fair, just and open market business, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. The voting procedure of this matter is legal, and the related directors avoided voting when the board of directors considered this matter, which is in line with the provisions of relevant laws, regulations and the articles of association of the company.
Independent directors: Chen Jun, Fang Shijiang, Liu Chunyan
April 27, 2022
