East China Engineering Science And Technology Co.Ltd(002140) independent director
About the 22nd Meeting of the 7th board of directors
Prior approval opinions on relevant matters
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the rules for independent directors of listed companies, the 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, the East China Engineering Science And Technology Co.Ltd(002140) articles of Association (hereinafter referred to as the "articles of association") ）As an independent director of East China Engineering Science And Technology Co.Ltd(002140) (hereinafter referred to as "the company"), based on the independent and impartial position and objective and rigorous judgment, we hereby review the relevant proposals of the 22nd Meeting of the seventh board of directors in advance and express the following prior approval opinions:
1、 Prior approval opinions on the proposals related to the company's non-public offering of shares
1. The plan and plan for the adjustment of non-public offering of shares comply with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies (hereinafter referred to as the "administrative measures"), other laws, regulations, normative documents and the articles of association.
2. The analysis of the impact of this non-public offering of shares on the dilution of immediate return and the proposed compensation return measures, as well as the commitments made by the company's controlling shareholders, actual controllers, directors and senior managers that the compensation return measures can be effectively implemented, meet the requirements of the company's actual operation and sustainable development, and there is no situation that damages the interests of the company or all shareholders.
As an independent director of the company, we recognize the non-public offering and agree to submit the proposals related to the non-public offering to the board of directors for deliberation.
2、 Prior approval opinions on the company's non-public offering of shares involving related party transactions
1. The objects of this non-public offering are the controlling shareholder of the company, the third Design Institute of Chemical Industry Co., Ltd. (hereinafter referred to as "the third Institute of chemical industry") and the strategic investor Shaanxi Coal Industry Company Limited(601225) Chemical Group Co., Ltd. (hereinafter referred to as "Shaanxi coal group"), with a total of two specific objects. The third Institute of chemical industry is the controlling shareholder of the company and holds 58.14% of the shares of the company before the issuance. It is a related party of the company. Shaanxi coal group, a strategic investor, will hold more than 5% of the company's shares after the completion of this non-public offering, forming a related party of the company. Therefore, the subscription of the non-public offering shares by the above issuing objects constitutes a connected transaction. 2. The relevant provisions of the supplementary agreement to the conditional effective share subscription agreement to be signed by the company with the third chemical research institute and Shaanxi coal group are based on normal commercial principles, fair, just and reasonable, and there is no situation that damages the interests of other shareholders of the company, especially the minority shareholders.
The non-public offering of shares involves related party transactions, which comply with the provisions of the company law, the securities law, the administrative measures, other laws, regulations, normative documents and the articles of association. The above related party transactions are fair, fair and open, and the transaction price is reasonable and fair, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders.
As an independent director of the company, we recognize that the non-public offering of shares involves related party transactions, and agree to submit the proposals related to the non-public offering of shares to the board of directors for deliberation. independent director:
Cui Peng, Huang Youli, Zheng Hongtao
May 20, 2002
