Jiangsu Daybright Intelligent Electric Co.Ltd(300670) independent director
Independent 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), we, as independent directors of the company, In line with the serious and responsible attitude towards all shareholders of the company and based on the position of independent judgment, we hereby express independent opinions on the relevant matters considered at the 14th meeting of the third board of directors of the company as follows:
1. The proposal on this major asset purchase has been approved by all independent directors of the listed company in advance before being submitted to the 14th meeting of the third board of directors of the listed company for deliberation.
2. The relevant proposals for the adjustment of this major asset restructuring plan comply with the provisions of national laws, regulations and other normative documents, are operable and have no major legal and policy obstacles. This major asset purchase is a decision made based on prudent judgment and full communication and negotiation. It will not have a significant adverse impact on the company's current business activities and will not damage the interests of the company and all shareholders. This major asset purchase is conducive to further expanding the company's business layout, continuously improving the company's comprehensive competitiveness and enhancing its sustainable profitability, which is in line with the long-term interests of the company and shareholders.
3. This major asset purchase complies with the relevant provisions of laws, regulations and normative documents such as 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 is operable.
4. This major asset purchase constitutes a major asset reorganization. After the completion of this major asset purchase, the actual controller of the company will not change. This major asset purchase does not constitute a reorganization and listing as stipulated in Article 13 of the administrative measures for major asset reorganization of listed companies, but constitutes a connected transaction. The company applied the relevant procedures of related party transactions during the review of this major asset reorganization, in line with the provisions of relevant laws, regulations and the articles of association.
5. This major asset purchase complies with the national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust, and will not cause the company to fail to meet the conditions for stock listing after the implementation; The ownership of the assets involved in this major asset purchase is clear, and there will be no substantive legal obstacles to the transfer or transfer of the underlying assets when the relevant legal procedures, commitments and preconditions are properly performed; The underlying assets do not constitute complete operational assets and do not involve the treatment of creditor's rights and debts; This major asset purchase is conducive to enhancing the company's sustainable operation ability, and there is no situation that may cause the company's main assets to be cash or no specific business after this major asset purchase: this major asset purchase is conducive to the company to maintain a sound and effective corporate governance structure, and will not affect the company's business, assets, personnel, institutions Financial and other aspects have a significant adverse impact on the independence between the controlling shareholders and other enterprises controlled by the company, which is in line with the relevant provisions of the CSRC on the independence of listed companies.
6、 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 result in No. 0010) is the pricing reference basis, which is determined by the trading parties through negotiation on the principle of fairness and voluntariness. The pricing basis of the underlying assets is fair and reasonable, in line with the provisions of relevant laws, regulations and the articles of association, and will not damage the interests of the listed company and all shareholders, especially the minority shareholders.
7. The report on Jiangsu Daybright Intelligent Electric Co.Ltd(300670) major asset purchase and related party transactions (Draft) prepared by the company for this major asset purchase and the relevant transaction agreement to be signed with the counterparty comply with the provisions of the civil code 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, We agree that the company will sign the agreement with the counterparty and other relevant parties.
8. The convening, convening and voting procedures of this board meeting comply with relevant laws and regulations and the articles of Association; When the board of directors deliberated on the proposals related to this major asset purchase, the voting procedures were in line with the provisions of laws, regulations and the articles of association.
9. This major asset purchase has fulfilled the necessary legal procedures and information disclosure obligations at this stage as required, and signed a confidentiality agreement or an appointment agreement with relevant intermediaries, and the procedures performed comply with the provisions of relevant laws, regulations and normative documents. This major asset purchase still needs to be approved by the general meeting of shareholders of the company.
10. The company and its subsidiaries apply for comprehensive credit from the bank for the needs of the company's operation and development, which is conducive to promoting the business development of the company and its subsidiaries. The company provides guarantee for the credit of the holding subsidiaries within the scope of the company's consolidated statements within the comprehensive credit line applied this time, which can improve the bank credit of relevant companies and help them meet the capital needs of production and operation, At the same time, improve the approval efficiency and enhance its market competitiveness, which is in line with the company's development strategy. This time, the overall guarantee scope and amount of the company are clarified, which is conducive to the standardized operation of the company. The company and its subsidiaries have good reputation and operating conditions. The guarantee risk is controllable and will not adversely affect the normal operation and business development of the company and its subsidiaries. The approval of this matter complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. In conclusion, we believe that the major asset purchase and the related matters considered by the board of directors of the listed company comply with the provisions of relevant national laws, regulations and policies, follow the standards of openness, fairness and impartiality, and are in the interests of the company and all shareholders. We agree with the overall arrangement of the board of directors on the major asset purchase and the related matters considered by the board of directors, And agree that the board of directors shall submit relevant proposals to the general meeting of shareholders for deliberation.
(there is no text on this page, which is the signature page of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) independent directors' independent opinions on matters related to the 14th meeting of the third board of directors)
Signature of independent director:
Shi Pinglin Mingyao
Signed on:
