Chongqing Wanli New Energy Co.Ltd(600847) independent director
Prior approval 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) , I am an independent director of Chongqing Wanli New Energy Co.Ltd(600847) (hereinafter referred to as the “company”), The plan, relevant agreements and relevant proposals for the company’s major asset replacement and issuance of shares to purchase assets and raise matching funds and related party transactions (hereinafter referred to as “the transaction”) to be submitted to the third meeting of the 10th board of directors for deliberation have been verified. Based on an independent and objective position, the following prior approval opinions are issued:
1. This transaction consists of major asset replacement, issuing shares to purchase assets and raising supporting funds. The scheme of this transaction is in line with the provisions of 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 and other relevant laws, regulations and normative documents, and has basic feasibility and operability, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
2. The company’s transaction plan, relevant agreements and relevant proposals to be submitted to the third meeting of the 10th board of directors for deliberation comply with the provisions of relevant laws, regulations and departmental rules and normative documents issued by China Securities Regulatory Commission.
3. According to relevant regulations such as the 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. This transaction still needs to be deliberated by the board of directors, the board of supervisors and the general meeting of shareholders, and the related directors and related shareholders (if any) need to avoid voting. We agree to submit the above proposal to the board of directors for deliberation.
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(there is no text on this page, which is the signature page of Chongqing Wanli New Energy Co.Ltd(600847) independent directors’ prior approval 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
