Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
Opinions of independent directors on matters related to the seventh meeting of the second board of directors of the company
Prior approval opinion
Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) (hereinafter referred to as “the company”) intends to issue shares and pay cash to Tang Weizhong, Hangzhou Jiuyin enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Jiuyin partnership”), Zhang Jielai, Tang Yuyang, Jiaxing lanbei Xingyue venture capital partnership (limited partnership) (hereinafter referred to as “lanbei Xingyue”), Jin Xiaozheng Hangzhou Chengtian venture capital partnership (limited partnership) (hereinafter referred to as “Chengtian venture”) and Hangzhou chengzhuo venture capital partnership (limited partnership) (hereinafter referred to as “chengzhuo venture”) purchased 100% equity (hereinafter referred to as “target assets”) of Zhejiang huge environment Co., Ltd. (hereinafter referred to as “huge environment” or “target company”) jointly held by them, And raise matching funds (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”) and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “GEM Listing Rules”) As an independent director of a listed company, based on independent judgment and in the attitude of being responsible to the company and all shareholders, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, rules for independent directors of listed companies, standards for governance of listed companies, articles of association and other relevant provisions, Give the following prior approval opinions on the relevant matters considered at the seventh meeting of the second board of directors of the listed company:
1. This asset restructuring is conducive to improving the company’s asset quality, enhancing the company’s competitiveness, sustainable profitability and anti risk ability, conducive to the company’s long-term sustainable development and in line with the company’s strategic development needs. The asset restructuring complies with the provisions of laws, regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially the public shareholders. We recognize the relevant contents of the plan for Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, and agree to submit the relevant proposals of this asset restructuring to the board of directors of the company for deliberation.
2. Prior to this transaction, the counterparty had an associated relationship with the listed company, as follows: Tang Weizhong and Zhang Jielai were the controlling shareholders and actual controllers of the listed company, and Tang Weizhong served as the chairman of the listed company and was an associated natural person of the listed company; Tang Yuyang, the daughter of Tang Weizhong and Zhang Jielai, is the person acting in concert as the actual controller of the listed company and the associated natural person of the listed company; Jiuyin partnership is an enterprise controlled by the actual controller of the listed company and is an affiliated legal person of the listed company. According to the GEM Listing Rules, this transaction constitutes a related party transaction, and the related directors must avoid voting when the board of directors of the company considers the proposals related to this transaction.
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(there is no text on this page, which is the signature page of Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) independent directors’ prior approval opinions on matters related to the seventh meeting of the second board of directors) signature of independent directors:
Chi Renyong, Jia Yong, Ma Yi
Date: January 20, 2022
