Zhejiang Double Arrow Rubber Co.Ltd(002381)
Independent opinions of independent directors on matters related to the 15th meeting of the seventh board of directors of the company
In accordance with the guidance on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations of the CSRC, as well as the articles of association, independent director system and other relevant provisions, we are the independent directors of Zhejiang Double Arrow Rubber Co.Ltd(002381) (hereinafter referred to as the “company”), Carefully reviewed the relevant matters considered at the 15th meeting of the seventh board of directors of the company, and issued independent opinions as follows:
1、 Independent opinions on further clarifying the specific plan for public issuance of convertible corporate bonds
In accordance with the authorization of the 2020 annual general meeting of shareholders, in accordance with the requirements of relevant laws and regulations, and in combination with the actual situation and market conditions of the company, the board of directors of the company further clarified the specific plan for the public issuance of convertible corporate bonds. The specific scheme of the company’s public offering of convertible corporate bonds complies with the provisions of 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 securities issuance of listed companies and other laws and regulations, normative documents and the articles of Association. The scheme is reasonable, practical and feasible, and in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. The convening, convening and voting procedures and methods of this board meeting comply with the provisions of relevant laws, regulations and the articles of association. We agree that the company will further clarify the relevant matters of the specific plan for the public issuance of convertible corporate bonds.
2、 Independent opinions on the listing of convertible corporate bonds
After the issuance of convertible corporate bonds, the board of directors of the company shall handle the matters related to the listing of convertible corporate bonds in Shenzhen Stock Exchange, and authorize the management of the company and its authorized representative to handle specific matters, which shall comply with 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 securities issuance of listed companies and other relevant laws Regulations, the articles of association and the authorization of the general meeting of shareholders of the company. This matter does not harm the interests of minority shareholders. We agree to the matters related to the listing of convertible corporate bonds.
3、 Independent opinions on opening a special account for raising funds from public issuance of convertible corporate bonds and signing a supervision agreement for raising funds
In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the relevant provisions of the company’s raised funds management system, and with the authorization of the company’s general meeting of shareholders, The company plans to open a special account for the funds raised by the public issuance of convertible corporate bonds and sign a supervision agreement for the funds raised for the special storage and use of the funds raised by the convertible corporate bonds, which can standardize the management, storage and use of the funds raised by the company’s public issuance of convertible corporate bonds, effectively protect the legitimate rights and interests of investors, and do not damage the company and all its shareholders Especially the behavior of the interests of minority shareholders. We agree that the company shall open a special account for raising funds through public issuance of convertible corporate bonds and sign a supervision agreement on raising funds.
Independent directors: Wang Hongwen, Yuan Jiangang, Li Hong
February 8, 2002
