Chn Energy Changyuan Electric Power Co.Ltd(000966) opinions of independent directors at the first meeting of the 10th board of directors. As an independent director of Chn Energy Changyuan Electric Power Co.Ltd(000966) (hereinafter referred to as the company), I attended the first meeting of the 10th board of directors of the company. In accordance with the provisions of relevant laws, regulations and normative documents, I carefully reviewed the proposals prepared at the meeting before the meeting, and now give independent opinions on the relevant proposals as follows:
1、 Proposal on the appointment of senior managers of the company
(I) main contents of the motion
In accordance with the relevant provisions of the company law, the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the management measures for the selection and appointment of managers of the company, and after being nominated by the chairman of the company and reviewed and approved by the nomination committee of the board of directors, it is proposed to appoint Mr. Yuan Guangfu as the general manager of the company and Mr. Liu Jun as the Secretary of the board of directors and general legal adviser of the company. Upon the nomination of the general manager of the company, it is proposed to appoint Ms. Zhu Hong as the chief accountant (Financial Director) of the company, and Mr. Qiu Hua, Mr. Ren Dejun, Mr. Hu Qian and Mr. Li Jun as the deputy general managers of the company. At the same time, it is proposed that the board of directors authorize the chairman of the board of directors to sign a post appointment agreement with senior managers on behalf of the board of directors.
(II) the basis for expressing opinions and the legality and compliance of the matters involved in the motion
The above matters concerning the appointment of senior managers of the company comply with the relevant provisions of the company law, the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the management measures for the selection and appointment of managers of the company.
(III) impact on the rights and interests of listed companies and minority shareholders
We believe that after reviewing the identity, professional experience and professional quality of Yuan Guangfu, Liu Jun, Zhu Hong, Qiu Hua, Ren Dejun, Hu Qian and Li Jun, the employed person has the level and ability to serve as senior managers of the company, is not a dishonest person, is not found to be prohibited from serving as senior managers of the company according to the company law, and is not found to be subject to administrative punishment by the CSRC and Shenzhen Stock Exchange Publicly denounce or circulate a notice of criticism, and it is not found that it is determined by the CSRC as a prohibited person in the market and the prohibition has not been lifted, and it is not found that it is determined by the stock exchange that it is not suitable to serve as a senior manager of a listed company. The nomination procedures and voting methods of this appointment are legal and compliant, and will not damage the rights and interests of the company, shareholders, especially minority shareholders. (IV) concluding observations
Agree to the proposal on the appointment of senior managers of the company.
2、 Proposal on impairment test report of injected target assets in major asset restructuring
(I) main contents of the motion
The company has purchased 100% equity of Guodian Hubei Electric Power Co., Ltd. (hereinafter referred to as the underlying assets) from the State Energy Investment Group Co., Ltd. (hereinafter referred to as the State Energy Group) by issuing shares and paying cash. According to the impairment compensation agreement of the agreement on issuing shares and paying cash to purchase assets signed with national energy group, the company has performed the asset impairment test procedure for the subject assets of the company’s major asset restructuring after the end of the first accounting year of the impairment compensation period, and prepared the Chn Energy Changyuan Electric Power Co.Ltd(000966) major asset restructuring injection subject asset impairment test report (hereinafter referred to as the impairment test report). After testing,
As of December 31, 2021, the underlying assets of the company’s major asset restructuring have not been impaired.
(II) the basis for expressing opinions and the legality and compliance of the matters involved in the motion
The above impairment test report of the company complies with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association.
(III) impact on the rights and interests of listed companies and minority shareholders
We believe that the preparation basis and procedures of the impairment test report are legal and compliant, the test conclusion is reasonable, objective and fair, and will not damage the rights and interests of the company, shareholders, especially minority shareholders.
(IV) concluding observations
Agree to the proposal on the impairment test report of the injected target assets of major asset restructuring.
Independent directors: Tang Xiangxi, Wang zongjun, Zhang Hong May 11, 2022
Chn Energy Changyuan Electric Power Co.Ltd(000966)
The first meeting of the 10th board of directors
Signature page of opinions of independent directors
Signature of all independent directors:
Tang Xiangxi
Zong Jun Wang
Zhang Hong
