Jiangsu Daybright Intelligent Electric Co.Ltd(300670) independent director
Prior approval opinions on matters related to the 14th meeting of the third board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of the Jiangsu Daybright Intelligent Electric Co.Ltd(300670) articles of Association (hereinafter referred to as the articles of association), as an independent director of the company, based on the principle of prudence, Based on the position of independent judgment, the company conducted a careful pre audit on the relevant matters to be considered at the 14th meeting of the third board of directors, and held that:
1. In order to improve transaction efficiency and reduce transaction costs, and for the purpose of safeguarding the interests of all shareholders, the company adjusted the major asset restructuring plan after careful consideration and full demonstration and consultation with the counterparty and relevant intermediaries, The listed company intends to pay cash from the original lessee Tianjin Huajing zero one ship leasing Co., Ltd. (hereinafter referred to as “Huajing zero one”) through its wholly-owned subsidiary Jiangsu Daye New Energy Technology Co., Ltd. (hereinafter referred to as “Daye new energy”) or other entities designated by it Tianjin Huajing zero two ship leasing Co., Ltd. (hereinafter referred to as “Huajing zero two”) undertakes the financial leasing interests of Huajing 01 (No. cmhi181-1, Hua Jing 01) and Huajing 02 (No. cmhi181-2, Hua Jing 02). When the lease term expires, the listed company will obtain the ownership of Huajing 01 and Huajing 02 ships.
After review, we believe that the adjusted transaction plan complies with the provisions of relevant national laws, regulations and normative documents. This major asset restructuring is a decision made based on prudent judgment and full communication and consultation, and will not have a significant adverse impact on the company’s current business activities and damage the interests of the company and all shareholders. This transaction is conducive to improving the company’s own industrial structure, enhancing the ability to resist industrial risks, improving the company’s asset quality, sustainable profitability and comprehensive competitiveness. It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of minority shareholders.
2. The counterparties of this major asset purchase are Huajing zero one and Huajing zero two. Prior to this transaction, the company held 10% of the equity of the counterparty’s parent company, Jiangsu Gulf Electric Technology Co., Ltd. in accordance with the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws According to the relevant provisions of laws and regulations and normative documents, this transaction constitutes a connected transaction, and the company shall apply the relevant procedures of connected transactions when considering this transaction.
3. The report on Jiangsu Daybright Intelligent Electric Co.Ltd(300670) major asset purchase and related party transactions (Draft) prepared by the company for this transaction and the relevant transaction agreements to be signed with the counterparty comply with the provisions of relevant national laws, regulations and normative documents.
4、 The final transaction price of the company’s major asset purchase is based on the asset appraisal report on the market value project of water platform involved in the Jiangsu Daybright Intelligent Electric Co.Ltd(300670) plan to undertake the ship financial leasing interests of Huajing zero one and Huajing zero two (Huachen appraisal report Zi (2022) issued by Jiangsu Tianjian Huachen Asset Appraisal Co., Ltd., which has the qualification for securities and futures related business appraisal The appraisal results in No. 0010) are the reference basis for pricing and are determined by the parties to the transaction through friendly negotiation. The asset pricing is fair and reasonable and will not harm the interests of minority shareholders.
4. The company has fulfilled the necessary information disclosure obligations at this stage as required, and signed a confidentiality agreement or an appointment agreement with relevant intermediaries with confidentiality provisions. The procedures performed comply with the provisions of relevant laws, regulations and normative documents.
In conclusion, we recognize the above major asset purchases and agree to submit relevant proposals to the 14th meeting of the third board of directors of the listed company for deliberation.
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(there is no text on this page, which is the signature page of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) independent directors’ prior approval opinions on relevant proposals of the 14th meeting of the third board of directors)
Signature of independent director:
Shi Pinglin Mingyao
Signed on: