水发燃气: 水发派思燃气股份有限公司独立董事2025年第二次专门会议决议

Core Viewpoint - The independent directors of Shandong Waterfa Gas Co., Ltd. approved several resolutions regarding the adjustment of the company's stock issuance plan for 2023, including changes in pricing, issuance quantity, and the identity of the issuing party, aimed at facilitating the company's financing and ensuring compliance with regulatory requirements [1][10]. Summary by Sections Stock Issuance Adjustment - The company proposed to adjust the stock issuance plan for 2023, changing the issuance price from 6.67 yuan per share to 5.29 yuan per share, which is still not less than 80% of the average trading price over the previous 20 trading days [1][3]. - The number of shares to be issued was increased from a maximum of 74,962,518 shares to 94,517,958 shares, not exceeding 30% of the total share capital before issuance [6][9]. Issuing Party Changes - The original issuing party was Waterfa Gas Group Co., Ltd., but it has been changed to the controlling shareholder, Waterfa Group Co., Ltd. [7][9]. Compliance and Fairness - The independent directors confirmed that the adjustments made to the stock issuance plan comply with relevant laws and regulations, ensuring that the interests of all shareholders, especially minority shareholders, are protected [10][12]. - The pricing and terms of the related party transactions were deemed fair and reasonable, reflecting the confidence of the subscribing party in the company [12][13]. Financial Reporting and Analysis - The independent directors reviewed and approved the feasibility analysis report for the use of raised funds, confirming that the funds will help reduce the company's debt and optimize its capital structure [13]. - A special report on the use of previously raised funds was also approved, indicating compliance with legal requirements and alignment with the company's actual situation [12][13]. Shareholder Meeting Proposals - The board proposed to seek shareholder approval for the exemption of Waterfa Group and its concerted actions from making a mandatory offer, which aligns with regulatory provisions [13][14].