Hongbo Co.Ltd(002229) independent director
On relevant matters of the 32nd meeting of the 5th board of directors of the company
separate opinion
In accordance with the relevant provisions of the company law of the people’s Republic of China, the governance standards of listed companies, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association, we, as independent directors of Hongbo Co.Ltd(002229) (hereinafter referred to as the “company”), based on independent judgment, The independent opinions on the relevant matters considered and adopted at the 32nd meeting of the Fifth Board of directors are as follows:
1、 Independent opinions on matters related to this major asset restructuring
The 32nd meeting of the board of directors of Guangdong Baole Co., Ltd. (hereinafter referred to as “300024”) has considered and approved the purchase of 300024% of the assets of Guangdong Baole Co., Ltd. (hereinafter referred to as “300024”) in the form of cash. The convening, convening and voting procedures and methods of the aforesaid board meeting of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the relevant resolutions of the board of directors on this major asset restructuring are legal and effective.
(II) this major asset reorganization has fulfilled the necessary legal procedures and information disclosure obligations at this stage, and the performance of these procedures and obligations is complete and compliant.
(III) the company meets the conditions for this major asset restructuring.
(IV) the plan for this major asset restructuring and the relevant agreements signed comply 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 major asset restructuring of listed companies and other relevant laws, regulations and normative documents. The plan is reasonable and operable.
(V) the company will hire audit institutions and evaluation institutions that comply with the law to audit and evaluate the subject assets involved in this major asset restructuring. The final transaction price of the underlying assets involved in this major asset restructuring will be based on the evaluation results of the evaluation report issued by the above-mentioned evaluation institution and determined by all parties through consultation, which can ensure the fairness and rationality of the pricing of the underlying assets, comply with the provisions of relevant laws and regulations, and do not damage the interests of the company and all shareholders, especially minority shareholders.
(VI) this major asset reorganization does not constitute reorganization and listing, nor does it constitute related party transactions.
(VII) agree to the Hongbo Co.Ltd(002229) major asset purchase plan.
(VIII) in view of the fact that the relevant audit and evaluation work of this major asset restructuring has not been completed, it is agreed that the board of directors will not propose to convene the general meeting of shareholders after considering the matters related to this transaction.
To sum up, we agree to this major asset restructuring of the company. This major asset restructuring complies with the provisions of relevant national laws, regulations, rules and normative documents, follows the standards of openness, fairness and impartiality, complies with legal procedures, is also in line with the interests of the company and all shareholders, and does not damage the interests of minority shareholders. We agree with the overall arrangement of the company’s major asset restructuring. When the company holds another board meeting on matters related to this transaction after the completion of relevant audit and evaluation, we will express our opinions on relevant matters again.
(there is no text below, which is the signature page of this independent opinion)
(there is no text on this page, which is the signature page of Hongbo Co.Ltd(002229) independent directors’ independent opinions on matters related to the 32nd meeting of the Fifth Board of directors of the company)
Signature of independent director:
Dong Yan’an (signature):
Zhong Hongjun (signature):
Wu Songcheng (signature):
February 14, 2022
