East China Engineering Science And Technology Co.Ltd(002140) independent director
About the 22nd Meeting of the 7th board of directors
Independent 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 (“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 express the following independent opinions on the matters related to the 22nd Meeting of the seventh board of directors of the company:
1、 Independent opinions on adjusting the company’s non-public offering of a shares
The company’s plan for this non-public offering of shares complies with the relevant 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”), the detailed rules for the implementation of non-public offering of shares by listed companies and other current laws, regulations and the articles of association. The scheme is reasonable and feasible, taking into account the company’s industry, development status, actual operation and capital demand, which helps to optimize the company’s capital structure, improve the company’s core competitiveness and promote the sustainable development of the company; In line with the interests of the company and all shareholders.
2、 Independent opinions on the company’s non-public offering plan (Revised Draft)
The company’s plan for this non-public offering of shares complies with the provisions of the company law, the securities law, the administrative measures, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents. The content of the plan is practical and feasible. It comprehensively considers the company’s industry and development status, business practice, capital demand and other conditions, conforms to the current situation and development trend of the company’s industry, helps to optimize the company’s capital structure, improve the company’s core competitiveness and promote the company’s sustainable development; There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Independent opinions on the impact of the diluted immediate return of the company’s non-public offering of shares on the company’s main financial indicators and the measures to be taken by the company and the commitments of relevant subjects (Revised Draft)
The company’s analysis on the impact of this non-public offering of shares on the dilution of immediate return and the proposed measures to fill the return, as well as the commitments made by the company’s controlling shareholders, actual controllers, directors and senior managers that the measures to fill the return can be effectively fulfilled, It complies with the relevant provisions of the guidance on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) of the China Securities Regulatory Commission, meets the requirements of the company’s actual operation and sustainable development, and does not harm the interests of the company or all shareholders. 4、 Independent opinions on related party transactions involved in the company’s non-public offering of a shares
Among the objects of this non-public offering of shares, the third Design Institute of Chemical Industry Co., Ltd. (hereinafter referred to as “the third Design Institute of chemical industry”) is the controlling shareholder of the company. Before the issuance, it holds 58.14% of the shares of the company and is a related party of the company; The strategic investor Shaanxi Coal Industry Company Limited(601225) Chemical Group Co., Ltd. (hereinafter referred to as “Shaanxi coal group”) will hold more than 5% of the shares of the company 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. The related directors avoided the deliberation and voting of related proposals. The pricing of this non-public offering complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents. The pricing mechanism is fair, in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
5、 Independent opinions on the supplementary agreement of the share subscription agreement with conditional effect signed by the company, the third chemical research institute and Shaanxi coal group
The relevant provisions of the supplementary agreement to the conditional effective share subscription agreement signed by the company with the third Institute of chemical industry 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 small and medium-sized shareholders.
In conclusion, we unanimously agree to the relevant proposals of the 22nd Meeting of the seventh board of directors of the company. independent director:
Cui Peng, Huang Youli, Zheng Hongtao
May 20, 2002
