Chongqing Wanli New Energy Co.Ltd(600847) independent director
Independent opinions on matters related to the third meeting of the 10th board of directors
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the rules for independent directors of listed companies and other relevant laws, regulations, normative documents and the articles of association of Chongqing Wanli New Energy Co.Ltd(600847) (hereinafter referred to as the “articles of association”), I am an independent director of Chongqing Wanli New Energy Co.Ltd(600847) (hereinafter referred to as the “company”), After carefully considering the plans, relevant agreements and relevant proposals for the company’s major asset replacement and issuance of shares to purchase assets and raise supporting funds (hereinafter referred to as “this transaction”), based on personal independent judgment, the following independent opinions are expressed on the matters involved in the relevant proposals considered at the third meeting of the 10th board of directors of the company:
1. The transaction plan complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, 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 company complies with the conditions for the implementation of this transaction stipulated in relevant laws and regulations.
2. The proposal on the compliance of the company’s major asset replacement and issuance of shares to purchase assets and raise matching funds and related party transactions with relevant laws and regulations on this transaction submitted to the third meeting of the 10th board of directors for deliberation The proposal on the compliance of this major asset restructuring with the provisions of Article 4 of the provisions on Several Issues concerning the standardization of major asset restructuring of listed companies and relevant proposals comply with the provisions of relevant laws, regulations and normative documents.
3. According to the stock listing rules of Shanghai Stock Exchange, Chongqing Tongzheng Industrial Co., Ltd., one of the counterparties in this transaction, is a wholly-owned subsidiary of Shenzhen Nanfang Tongzheng Investment Co., Ltd., which holds more than 5% of the company’s shares, and constitutes a related party of the listed company. Therefore, this transaction constitutes a connected transaction. The relevant proposals of this transaction have been approved by us in advance before being submitted to the board meeting for deliberation. The matters related to this transaction have been deliberated and adopted at the third meeting of the 10th board of directors of the company, and there is no need for affiliated directors to withdraw during the voting process. The convening, convening and voting procedures of the board meeting comply with laws, regulations and the articles of association.
4. As of the date of the meeting of the board of directors of the company, the audit and evaluation of the invested assets and the invested assets have not been completed. The final transaction price will be based on the evaluation results issued by the asset evaluation institution, which will be separately determined by the transaction parties through negotiation at that time. The pricing principles of assets placed and assets placed out comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and its shareholders, especially minority shareholders.
5. The transaction plan and all agreements signed by the parties to the transaction on this major asset restructuring comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the law on the administration of securities issuance of listed companies and other relevant laws According to laws and regulations and normative documents issued by China Securities Regulatory Commission, this transaction plan is operable.
6. This transaction is conducive to enhancing the company’s competitiveness, improving the company’s sustainable profitability, improving the company’s financial situation, conducive to the long-term sustainable development of the company, in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
7. After the completion of the audit and evaluation related to this transaction, the company needs to convene another board of directors and shareholders’ meeting to review the formal plan of this transaction. This transaction still needs to be approved or approved by China Securities Regulatory Commission and other competent government departments (if any).
In conclusion, the relevant matters and overall arrangement of this transaction comply with the provisions of relevant national laws, regulations and normative documents. We agree with the overall arrangement of the board of directors on the major asset restructuring of the company.
(there is no text on this page, which is the signature page of Chongqing Wanli New Energy Co.Ltd(600847) independent directors’ independent opinions on matters related to the third meeting of the 10th board of directors) signature of independent directors:
Hu Kangning, Ji Wenting, ye Jianping
January 19, 2022
