Gd Power Development Co.Ltd(600795)
Relevant proposals of the 10th Session of the 8th board of directors
Opinions of independent directors
In accordance with the relevant provisions of the guidelines for the governance of listed companies, the rules for independent directors of listed companies and the articles of association of Gd Power Development Co.Ltd(600795) , as an independent director of Gd Power Development Co.Ltd(600795) , we express the following opinions of independent directors on the proposal on the privatization of Kehuan group by national energy group and the company’s subscription for Chunhui environmental protection equity considered by the 10th Session of the 8th board of directors of the company:
1. The share price of H shares of Guodian Technology Environmental Protection Group Co., Ltd. (hereinafter referred to as Kehuan group) has been lower than the net assets per share for a long time, so it is difficult for listed companies to give full play to their platform advantages. This transaction is the privatization and merger of Kehuan group by National Energy Investment Group Co., Ltd., the controlling shareholder of the company. Kehuan group can explore new development opportunities after delisting. Under this plan, 39.19% domestic shares of Kehuan group held by the company will be replaced with 39.19% equity of Beijing Chunhui Qingcloud Technologies Corp(688316) environmental protection Co., Ltd.
2. The transaction plan is reasonable and feasible, in line with the long-term interests of the company and all shareholders, and in line with the requirements of relevant laws, regulations and normative documents.
3. The procedures for the board of directors to consider this proposal comply with the requirements of relevant laws, regulations and normative documents. When voting, related directors avoid voting, and the voting procedures are legal.
4. This proposal does not harm the interests of the company and minority shareholders, and will not affect the independence of the company.
We agree to this motion.
Independent directors: Wu Ge, LV Yuegang, Liu Chaoan
