Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) independent director
Independent opinions Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) (hereinafter referred to as "the company") on matters related to the seventh meeting of the second board of directors of the company intends to provide information 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 capital") 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") and raised supporting 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 the independent judgment position and the attitude of being responsible to the company and all shareholders, Express the following independent opinions on the relevant matters considered at the seventh meeting of the second board of directors of listed companies:
1. In accordance with the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the provisions on Several Issues concerning the standardization of major asset restructuring of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations According to the relevant provisions of departmental rules and normative legal documents, and in combination with the company's plan to start a business with Tang Weizhong, Jiuyin partnership, Zhang Jielai, Tang Yuyang, lanbei Xingyue, Jin Xiaozheng, Chengtian Chengzhuo venture purchased 100% equity of Zhejiang huge environment Co., Ltd. held by it and conducted self-examination and demonstration on the non-public offering of shares to no more than 35 specific objects to raise supporting funds. We believe that this transaction complies with the provisions of laws and regulations.
2. Tang Weizhong and Zhang Jielai, the counterparties of this transaction, are the controlling shareholders and actual controllers of the listed company, and Tang Weizhong serves as the chairman of the listed company and is 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 connected transaction.
3. The company has obtained the prior approval of independent directors before submitting proposals related to this transaction to the board of directors; Related directors abstain from voting when the board of directors of the company considers the proposals related to this transaction; The deliberation and voting procedures of the board of directors on this transaction comply with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws and regulations, normative legal documents and the articles of association, follow the principles of fairness, impartiality and openness, and do not harm the interests of the company and all shareholders, It does not harm the interests of minority shareholders. Related shareholders shall avoid voting when the general meeting of shareholders deliberates the proposal related to this related party transaction.
4. 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 prepared by the company for this transaction and its abstract are true, accurate and complete, and there are no false records, misleading statements or major omissions.
5. The agreement on issuing shares and paying cash to purchase assets and other relevant transaction agreements with effective conditions signed by the company and 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 legal documents.
6. The transaction plan is practical and in line with the provisions of relevant laws, regulations and normative legal documents. This transaction is conducive to improving the asset quality of the company, improving the financial situation and enhancing the sustainable profitability, which is in line with the long-term development objectives of the company and the interests of shareholders. The pricing method of the shares issued by the company and paid cash to purchase assets and raise supporting funds complies with the provisions of the administrative measures for major asset restructuring of listed companies and other relevant laws and regulations, and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders. 7. The company plans to hire an appraisal institution that meets the requirements of securities law and other laws and regulations and the CSRC for engaging in securities service business to evaluate the value of the underlying assets. The company ensures that the selection and employment procedures of the appraisal institution are in compliance, and there are no realistic and expected interests or conflicts between the appraisal institution and its appraisers and the trading parties of the transaction, It has sufficient independence, and the evaluation meets the principles and requirements of objectivity, impartiality and independence. The transaction price of the underlying assets of this transaction will be based on the final asset appraisal results of the appraisal institution and determined by the company through consultation with the counterparty. The pricing method is fair and reasonable, and there is no situation that damages the interests of the company and all its shareholders, especially the minority shareholders.
8. If the company has no change of control within 36 months before this transaction, through prudent judgment, this transaction will not lead to the change of control of the company and does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies.
9. This transaction still needs to be deliberated and approved by the general meeting of shareholders of the company, reviewed by Shenzhen Stock Exchange and registered by CSRC.
Since the audit and evaluation related work involved in this transaction has not been completed, when the company holds another meeting of the board of directors for deliberation on the matters related to this transaction after the completion of the relevant audit and evaluation of this transaction, we will express our opinions on the relevant matters again, and then submit them to the general meeting of shareholders of the company for deliberation.
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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' independent opinions on matters related to the seventh meeting of the second board of directors of the company) signature of independent directors:
Chi Renyong, Jia Yong, Ma Yi
Date: January 21, 2022
