Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) independent director
Independent opinions on matters related to the seventh meeting of the third board of directors
In accordance with the company law, the rules for independent directors of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws, regulations and normative documents, as well as the articles of association, the company’s independent director system and other relevant provisions, As an independent director of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) (hereinafter referred to as “the company”), based on the principle of being responsible to the company and all shareholders of the company, and based on independent, objective and fair judgment, we express the following independent opinions on the relevant proposals considered at the seventh meeting of the third board of directors of the company:
1、 Independent opinions on the proposal that the company meets the conditions for issuing convertible corporate bonds to unspecified objects
In accordance 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 and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, and in comparison with the conditions for companies listed on the gem to issue convertible corporate bonds to unspecified objects, we believe that the company complies with relevant laws The regulations and normative documents on the provisions and requirements of GEM listed companies to issue convertible corporate bonds to unspecified objects have the qualifications and conditions to issue convertible corporate bonds to unspecified objects. We unanimously agreed to the proposal that the company meets the conditions for issuing convertible corporate bonds to unspecified objects, and agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the proposal on the company’s proposal on issuing convertible corporate bonds to unspecified objects after examination, the company’s proposal on issuing convertible corporate bonds to unspecified objects this time, we believe that the proposal on the company’s proposal on issuing convertible corporate bonds to unspecified objects is formulated in combination with the actual situation of the company’s operation and development, The implementation of the plan is conducive to improving the profitability of the company and enhancing the market competitiveness, in line with the relevant provisions of relevant laws, regulations and normative documents such as 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 and registration of companies listed on the gem (for Trial Implementation), and in line with the long-term development of the company and the interests of all shareholders, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. We unanimously agreed to the proposal on the company’s plan to issue convertible corporate bonds to unspecified objects and agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Independent opinion on the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects the company’s plan for issuing convertible corporate bonds to unspecified objects complies 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 the registration of securities issuance of companies listed on GEM (for Trial Implementation) and other relevant laws The relevant provisions of laws, regulations and normative documents are true, accurate and complete, without false records, misleading statements or major omissions, in line with the actual situation and long-term development plan of the company, conducive to enhancing the company’s sustainable profitability and market competitiveness, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. We unanimously agreed to the company’s proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects, and agreed to submit the proposal to the company’s first extraordinary general meeting in 2022 for deliberation.
4、 Independent opinions on the proposal on the demonstration and analysis report of the company’s scheme of issuing convertible corporate bonds to unspecified objects
The demonstration and analysis report on the scheme of issuing convertible corporate bonds to unspecified objects prepared by the company gives a full and detailed description of the necessity of the selection of securities and their varieties, the appropriateness of the selection scope, quantity and standard of the issuance objects, the rationality of the pricing principle, basis, method and procedure of the issuance, and the feasibility of the issuance method, It is conducive for investors to have a comprehensive understanding of the issuance of convertible corporate bonds to unspecified objects, which is in line with the company’s development strategy and the interests of shareholders. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, and in line with relevant laws, regulations, normative documents and the articles of association. We unanimously agree to the proposal on the demonstration and analysis report of the company’s scheme of issuing convertible corporate bonds to unspecified objects, and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5、 Independent opinions on the proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects
The feasibility analysis report on the use of funds raised by issuing convertible corporate bonds to unspecified objects prepared by the company fully demonstrates the necessity and feasibility of the use of funds raised this time, taking into account the background, basic situation, economic benefits and impact on the company’s operation, management and financial situation of the project raised and invested by the company, and complies with relevant laws, regulations Relevant provisions of normative documents and the articles of association. We unanimously agreed to the proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects, and agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6、 Independent opinions on the proposal on the report on the use of the company’s previously raised funds
After reviewing the report on the use of the previously raised funds prepared by the company and the verification report on the use of the previously raised funds as of December 31, 2021 issued by Rongcheng Certified Public Accountants (special general partnership), we believe that the content of the report is true, accurate and complete, without false records, misleading statements or major omissions, and in line with relevant laws According to the relevant requirements of laws and regulations and normative documents, the company strictly abides by the relevant provisions on the storage and use of raised funds. The disclosed information on the use of raised funds is true, accurate and complete, and there are no violations in the storage and use of raised funds. We unanimously agreed to the proposal on the report on the use of the company’s previously raised funds and agreed to submit the proposal to the company’s first extraordinary general meeting in 2022 for deliberation.
7、 Independent opinions on the proposal on the rules of the meeting of convertible bondholders of the company
We believe that the contents of the rules for the bondholders’ meeting of convertible companies prepared by the company comply with the relevant provisions of relevant laws, regulations and normative documents, reasonably protect the rights and interests of bondholders, and take into account the interests of the company and all shareholders. We unanimously agreed to the proposal on the rules of the meeting of convertible corporate bondholders of the company and agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8、 Independent opinions on the proposal on diluting the immediate return and filling measures by issuing convertible corporate bonds to unspecified objects and the relevant entities’ commitment to earnestly fulfill the filling return measures
The company analyzed the impact of the issue of convertible corporate bonds to unspecified objects on the dilution of immediate return and put forward specific measures to fill the return. The relevant subjects made a commitment to the practical implementation of the company’s measures to fill the return. These measures are practical and in line with the relevant provisions of relevant laws, regulations and normative documents, It is conducive to protecting the legitimate rights and interests of investors, and there is no situation that damages the interests of the company or all shareholders.
We unanimously agreed to the proposal on the company’s issuance of convertible corporate bonds to unspecified objects, diluting the immediate return and filling measures and the relevant subjects’ practical implementation of the commitment of filling return measures, and agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
9、 Independent opinions on the proposal on the planning of shareholders’ dividend return in the next three years (2022-2024)
We believe that the shareholder return plan for the next three years (2022-2024) formulated by the company complies with the provisions of relevant laws, regulations, normative documents and the articles of association, such as the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and so on, Fully considering the needs of sustainable development of the company and the willingness of shareholders to obtain reasonable return on investment, a continuous, stable and scientific return mechanism has been established, which is conducive to protecting the interests of shareholders, especially small and medium-sized shareholders. We unanimously agree to the proposal on the planning of shareholders’ dividend return in the next three years (2022-2024) and agree to submit the proposal to the first extraordinary general meeting of shareholders in 2022 for deliberation.
10、 Independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of convertible corporate bonds to unspecified objects
We believe that the board of directors of the company requests the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of convertible corporate bonds to unspecified objects, which is conducive to the efficient and orderly completion of the company’s issuance of convertible corporate bonds to unspecified objects, and complies with the relevant provisions of relevant laws, regulations and normative documents. We unanimously agreed to the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of convertible corporate bonds to unspecified objects, and agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
11、 Independent opinions on the proposal on adding candidates for directors
The nomination committee of the board of directors of the company nominated and added Mr. Zhu Qianhao as the director candidate of the third board of directors of the company. The nomination procedures of the above personnel comply with the company law and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. According to the personal resume and work performance of the director candidates, we believe that the director candidates are qualified to serve as directors of listed companies, unanimously agree to the proposal on adding director candidates, and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
12、 Independent opinions on the proposal on Amending the articles of Association
We believe that the revision of the articles of association of the company complies with the relevant provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the actual situation of the company and does not damage the legitimate rights and interests of small and medium-sized investors. We unanimously agreed to the proposal on Amending the articles of association and agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
13、 Independent opinions on the proposal on the appointment of the company’s chief financial officer
The nomination committee of the board of directors of the company nominated and appointed Jiang Huijuan as the chief financial officer. The nomination procedures of the above personnel comply with the company law and other relevant laws, regulations, normative documents and the articles of association. According to the personal resume and work experience of relevant personnel, the appointed senior managers meet the employment conditions specified in relevant laws, regulations, normative documents and the articles of association, and are not found to be prohibited from serving as senior managers. We believe that the above personnel are qualified to serve as senior managers of listed companies, unanimously agree to the proposal on the appointment of the company’s chief financial officer, and agree to submit the proposal to the company’s first extraordinary general meeting in 2022 for deliberation.
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(there is no text on this page, which is the signature page of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) independent directors’ independent opinions on matters related to the seventh meeting of the third board of directors)
Signature of independent director:
Zhang Jinfan Yao Ming Cao Chengbao
February 8, 2022
