Independent opinions of independent directors on matters related to the fifth meeting of the third board of directors of the company
Ginlong Technologies Co.Ltd(300763) independent director
About the 5th meeting of the 3rd board of directors of the company
Independent opinions on relevant matters
According to the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Stock Listing Rules”), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies (hereinafter referred to as the “self regulatory guidelines”), the rules for independent directors of listed companies and the Ginlong Technologies Co.Ltd(300763) articles of association Ginlong Technologies Co.Ltd(300763) As an independent director of the third board of directors of Ginlong Technologies Co.Ltd(300763) (hereinafter referred to as “the company”), we have carefully considered the relevant matters considered at the fifth meeting of the third board of directors of the company in a serious, rigorous and responsible manner, and now express our independent opinions as follows:
1、 Independent opinions on further clarifying the specific scheme for the company to issue convertible corporate bonds to unspecified objects
The company’s issuance of 897 million yuan of convertible corporate bonds to non-specific objects has obtained the reply on the registration of Ginlong Technologies Co.Ltd(300763) issuing convertible corporate bonds to non-specific objects issued by the China Securities Regulatory Commission (zjxk [2022] No. 55). According to the authorization of the 2020 annual general meeting of shareholders, the board of directors of the company further defined the specific plan for the company to issue convertible corporate bonds to unspecified objects.
After verification, the company further clarified that the specific plan for issuing convertible corporate bonds to unspecified objects is in line with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) According to the provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the scheme is feasible, conducive to improving the company’s core competitiveness and sustainable profitability, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of minority shareholders.
Therefore, we unanimously agree with the company on further clarifying the specific plan for issuing convertible corporate bonds to unspecified objects.
2、 Independent opinions on the listing of convertible corporate bonds issued by the company to unspecified objects
After verification, according to the securities law, company law, stock listing rules and Shenzhen Stock Exchange
Independent opinions of independent directors on matters related to the fifth meeting of the third board of directors of the company
The board of directors of the company will apply for the listing and registration of convertible corporate bonds in Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the issuance of convertible corporate bonds is completed, And authorize the company’s management and its authorized designated personnel to handle specific matters. The above matters comply with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws and regulations, and are in line with the interests of the company and all shareholders.
Therefore, we unanimously agree that the company issues convertible corporate bonds to unspecified objects for listing. 3、 Independent opinions on establishing a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing a supervision agreement for raising funds
The company has set up a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signed a fund-raising supervision agreement, which complies with the relevant provisions of the stock listing rules, the guidelines for self-discipline supervision, and the guidelines for the supervision of listed companies No. 2 – Requirements for the supervision of the management and use of raised funds by listed companies, It can regulate the management, storage and use of the funds raised by the company by issuing convertible corporate bonds to unspecified objects, and effectively protect the legitimate rights and interests of investors.
Therefore, we unanimously agree to set up a special account for the company to raise funds by issuing convertible corporate bonds to unspecified objects and sign the supervision agreement for the raised funds.
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Independent director: Zheng Huijian, Jiang Lili, Zheng Liang February 7, 2022
Independent opinions of independent directors on matters related to the fifth meeting of the third board of directors of the company
(there is no text on this page, which is the signature page of Ginlong Technologies Co.Ltd(300763) independent directors’ independent opinions on matters related to the fifth meeting of the third board of directors of the company) independent directors:
Jiang Lili, Zheng Huijian, Zheng Liang
specific date
