According to the Company Law, Securities Law, Restructuring Management Measures, and the Independent Director Management Measures, prior to the board of directors' review, the independent directors held a special meeting to review the proposal regarding the company's proposed issuance of shares and payment of cash to acquire assets and raise supporting funds, which constitutes a connected transaction (hereinafter referred to as the "Transaction"). The review opinions are as follows:
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In accordance with the relevant laws, regulations, departmental rules, and other normative documents including 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 Administrative Measures for the Registration of Securities Issuance by Listed Companies, and the Regulatory Guidelines for Listed Companies No. 9 – Regulatory Requirements for Listed Companies Planning and Implementing Major Asset Restructuring, and the Provisions on the Content and Format of Information Disclosure by Companies Issuing Securities No. 26 – Major Asset Restructuring of Listed Companies, after deliberation by all independent directors, the company's proposed issuance of shares and payment of cash to acquire assets and raise supporting funds is in compliance with the aforementioned relevant laws, regulations, and normative documents.
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After all independent directors reviewed the proposed plan for the company's issuance of shares and payment of cash to acquire assets and raise supporting funds, constituting a connected transaction, item by item, the independent directors believe that the transaction plan is in the company's interest and does not harm the interests of the company and all shareholders, especially small and medium shareholders. They agree to submit the company's proposed plan for issuing shares and paying cash to acquire assets and raising supporting funds, which constitutes a connected transaction, to the company's board of directors for review.