中盐化工: 中盐化工独立董事独立意见

Core Viewpoint - The independent directors of Zhongyan Chemical Industry Co., Ltd. express their support for the major asset restructuring involving the reduction of shares held by Taihu Investment, leading to Zhongyan Chemical holding 100% of Zhongyan Alkali Industry Co., Ltd. [1][2] Group 1: Transaction Overview - Zhongyan Alkali Industry won the natural soda mining rights in Tongliao City for 6.80866 billion yuan on June 17, 2025 [1] - The transaction involves Taihu Investment reducing its stake to allow Zhongyan Chemical to consolidate ownership [1][2] - The restructuring does not involve issuing new shares or changing control of the company [2] Group 2: Compliance and Legal Framework - The transaction complies with relevant laws and regulations, including the Company Law and Securities Law [2][4] - The independent directors confirm that the transaction has undergone necessary legal procedures and is valid [4][6] - The transaction does not constitute a related party transaction as the parties involved are not related [2][5] Group 3: Valuation and Assessment - An independent valuation was conducted by a qualified firm to ensure fair pricing of the assets involved [3][5] - The valuation process adhered to national regulations and market practices, ensuring the assumptions and methods used were reasonable [4][5] - The assessment concluded that the transaction price is fair and does not harm the interests of shareholders, particularly minority investors [5][7] Group 4: Future Implications - The restructuring is expected to enhance the company's sustainable development capabilities and benefit all shareholders [4][7] - The transaction requires approval from the shareholders' meeting and other regulatory bodies, introducing some uncertainty [7] - The company has outlined measures to mitigate any potential dilution of immediate returns resulting from the transaction [7]