Shandong Jiangquan Industry Co.Ltd(600212) independent director
Prior approval opinions on the sale of major assets of the company
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 guiding opinions on the establishment of independent director system in listed companies, the measures for the administration of major asset restructuring of listed companies, the guidelines for the standardized operation of listed companies of Shanghai Stock Exchange and other regulations In accordance with the relevant provisions of normative documents, the articles of Association (hereinafter referred to as “the articles of association”) and the working system of independent directors, as independent directors of the company, we are based on the principles of independence, objectivity and impartiality, We have reviewed the relevant documents on this major asset sale (hereinafter referred to as “this transaction”) to be submitted to the 19th meeting of the 10th board of directors of the company, and listened to the report of the company’s management on the purpose of this transaction, preliminary demonstration, transaction negotiation, etc. based on our independent judgment, We hereby express our prior approval opinions on matters related to this transaction as follows:
1. 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, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other relevant laws, regulations and normative documents. The transaction plan is operable and conducive to promoting the business transformation of the company and safeguarding the interests of shareholders.
2. According to the relevant provisions of the administrative measures for major asset restructuring of listed companies and the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a major asset restructuring and does not constitute a related party transaction.
3. The relevant agreements to be signed this time comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of major asset restructuring of listed companies, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
4. The final transaction price of the underlying assets of this transaction will be based on the evaluation results of the evaluation report issued by the asset evaluation institution with securities and futures business qualification, determined by the trading parties through consultation, in line with the administrative measures for major asset restructuring of listed companies and other relevant laws, regulations and policies, and will not damage the company and all shareholders Especially the interests of minority shareholders.
In conclusion, we agree to submit the proposals related to this transaction to the 19th meeting of the 10th board of directors for deliberation.
Independent directors: Jiang Richu, Shi Jianmei, Jin zhe January 17, 2022
