Independent Directors' Opinion on the Major Asset Reorganization of Changzhou Yinghong Technology Co., Ltd.
Regarding the proposed major asset reorganization, Changzhou Yinghong Technology Co., Ltd. (hereinafter referred to as "the Company") intends to acquire 51% of the equity of Changzhou Yingzhong Electric Co., Ltd. (hereinafter referred to as "the Target Company") held by Yu Biao, Yu Yingzhong, and Zhu Lijuan (collectively referred to as "the Transaction Counterparties") through cash payment (hereinafter referred to as "the Transaction" or "the Major Asset Reorganization").
In accordance with the Company Law, Securities Law, Measures for the Administration of Major Asset Reorganizations, Administrative Measures for Independent Directors of Listed Companies, Listing Rules, and other relevant laws, regulations, normative documents, and the Articles of Association, we, as independent directors of the Company, based on the principles of independence, objectivity, and prudence, hereby express our independent opinion on the Company's Transaction as follows:
I. In accordance with the Company Law, Securities Law, Measures for the Administration of Major Asset Reorganizations, Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 8 — Major Asset Reorganization, and other relevant laws, administrative regulations, departmental rules, and other normative documents, after thorough self-inspection and verification of the Company's actual situation and related matters, all independent directors unanimously believe that the Company's Major Asset Reorganization complies with the relevant laws, regulations, and normative documents.
II. After item-by-item review, all independent directors unanimously believe that the formulation of the Company's Major Asset Reorganization plan is in line with the Company's actual situation. The implementation of this plan will help improve the Company's asset quality and sustainable operating capacity, enhance the Company's market risk resistance, and does not harm the interests of small and medium shareholders.
III. After review, all independent directors unanimously believe that the "Report on Major Asset Purchase and Related Party Transactions (Draft)" and its summary prepared by the Company for this Major Asset Reorganization are true, accurate, and complete, and do not contain any false statements, misleading statements, or significant omissions.
IV. After review, the independent directors of the Company believe that the "Equity Transfer Agreement," "Supplementary Agreement to the Equity Transfer Agreement," and "Performance Commitment Agreement" signed by the Company and the Transaction Counterparties are in compliance with the Company Law, Securities Law, Measures for the Administration of Major Asset Reorganizations, and other relevant laws, regulations, departmental rules, and normative documents. All independent directors unanimously agree to the signing of the agreements related to this Transaction by the Company.
V. In accordance with the relevant provisions of the Company Law, Securities Law, Measures for the Administration of Major Asset Reorganizations, and other laws and regulations, all independent directors unanimously believe that the Transaction Counterparties in this Transaction are related parties of the listed company, and this Transaction constitutes a related-party transaction.