Shandong Jiangquan Industry Co.Ltd(600212) independent director
Independent opinions on the sale of major assets of the company
Shandong Jiangquan Industry Co.Ltd(600212) (hereinafter referred to as " Shandong Jiangquan Industry Co.Ltd(600212) ", "listed company" or "company") intends to sell its thermoelectric business asset group to Linyi Xuyuan Investment Co., Ltd. in cash, which constitutes the company's thermoelectric business related assets and liabilities (hereinafter referred to as "this transaction").
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 As an independent director of the company, we hereby express the following independent opinions on matters related to the company's transaction, in accordance with the relevant provisions of the normative documents, the articles of association of Shandong Jiangquan Industry Co.Ltd(600212) and the working system of independent directors:
1. The relevant proposals submitted to the 19th meeting of the 10th board of directors for deliberation have been approved in advance before being submitted to the meeting of the board of directors for deliberation.
2. The relevant proposals involved in this exchange were deliberated and adopted at the 19th meeting of the 10th board of directors of the company. The convening and convening procedures, voting procedures and methods of the board meeting comply with the provisions of relevant national laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors.
3. This transaction is expected to constitute a major asset reorganization and does not constitute a related party transaction. Necessary internal decision-making procedures have been performed, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
4. The scheme of this transaction and the relevant agreements to be signed 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. The scheme is reasonable and operable, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
5. 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 the pricing method of this transaction complies with relevant regulations, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
6. The audit and evaluation of the underlying assets involved in this transaction have not been completed. When the company reconvenes the board of directors for deliberation on matters related to this major asset sale after the audit and evaluation are completed, we will express independent opinions on relevant matters again.
In conclusion, we agree with the plan for sale of Shandong Jiangquan Industry Co.Ltd(600212) major assets and its summary considered at the 19th meeting of the 10th board of directors, as well as other matters related to the sale of major assets, and agree with the overall arrangement of the board of directors on the sale of major assets.
Independent directors: Jiang Richu, Shi Jianmei, Jin zhe January 17, 2022
