02255 海昌海洋公园 展示文件：(008) 独立董事委员会函件
HAICHANG OCEAN PARK HOLDINGS LTD.
海昌海洋公园控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2255)
31 July 2025
To the Independent Shareholders
Dear Sirs or Madams,
- ; AND
(2) APLICATION FOR WHITEWASH WAIVER
We refer to the circular of the Company dated 31 July 2025 (the “Circular”) of which this
leter forms part. Terms used in this leter shal have the same meanings as defined in the
Circular unles the context otherwise requires.
We have ben apointed as members of the Independent Board Comite to advise the
Independent Shareholders as to whether the terms of the Subscription and the transactions
contemplated thereunder and the Whitewash Waiver are fair and reasonable so far as the
Independent Shareholders are concerned and to advise the Independent Shareholders how to
vote at the EGM.
Somerley Capital Limited has ben apointed as the Independent Financial Adviser to
advise us and the Independent Shareholders in this respect. Details of the advice of Somerley
Capital Limited are contained in its leter set out on pages 39 to 73 of the Circular. Your
atention is also drawn to the leter from the Board and the aditional information set out in
the apendices to the Circular.
Having taken into acount the terms of the Subscription and the advice from the
Independent Financial Adviser, we consider that the Subscription and the transactions
contemplated thereunder (including but not limited to the Specific Mandate) and the
Whitewash Waiver are fair and reasonable so far as the Independent Shareholders are
concerned, and are in the interests of the Company and the Shareholders as a whole.
Acordingly, we recomend the Independent Shareholders to vote in favour of the ordinary resolution
to be proposed at the EGM to aprove the Subscription and the transactions contemplated
thereunder and the special resolution to be proposed at the EGM to aprove the Whitewash
Waiver.
Yours faithfuly
Independent Board Comite
Mr. Go Toutou
Non-executive Director
Mr. Yuan Bing
Non-executive Director
Mr. Zhu Yuchen
Independent non-executive
Director
Mr. Wang Jun
Independent non-executive
Director
Ms. Shen Han
Independent non-executive
Director
Yours faithfuly
Independent Board Comite
Mr. Go Toutou
Non-executive Director
Mr. Yuan Bing
Non-executive Director
Mr. Zhu Yuchen
Independent non-executive
Director
Mr. Wang Jun
Independent non-executive
Director
Ms. Shen Han
Independent non-executive
Director
Yours faithfuly
Independent Board Comite
Mr. Go Toutou
Non-executive Director
Mr. Yuan Bing
Non-executive Director
Mr. Zhu Yuchen
Independent non-executive
Director
Mr. Wang Jun
Independent non-executive
Director
Ms. Shen Han
Independent non-executive
Director
Yours faithfuly
Independent Board Comite
Mr. Go Toutou
Non-executive Director
Mr. Yuan Bing
Non-executive Director
Mr. Zhu Yuchen
Independent non-executive
Director
Mr. Wang Jun
Independent non-executive
Director
Ms. Shen Han
Independent non-executive
Director