Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) independent director
On matters related to the 20th meeting of the third board of directors
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the articles of association of Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) , the working system of Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) independent directors and other relevant provisions, as independent directors of Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) (hereinafter referred to as “the company”), we are in a serious and responsible attitude, Based on the objective and independent judgment position, the proposal of the 20th meeting of the third board of directors of the company was carefully reviewed and the following independent opinions were expressed:
1、 Independent opinions on further clarifying the specific scheme of the company’s public issuance of convertible corporate bonds
The specific plan of the company’s public offering of convertible corporate bonds is based on the authorization of the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of the company’s public offering of convertible corporate bonds, which was deliberated and adopted at the first extraordinary general meeting of shareholders in 2021. The board of directors of the company, in accordance with the authorization of the general meeting of shareholders and the requirements of the securities regulatory authority, Further clarify the specific scheme of the company’s public issuance of convertible corporate bonds in combination with the actual situation and market conditions of the company. 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
The board of directors of the company will handle the matters related to the listing of convertible corporate bonds in Shenzhen Stock Exchange after the issuance of convertible corporate bonds, and authorize the management of the company and its authorized designated personnel to be responsible for handling relevant specific matters, 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 securities issuance of listed companies and other relevant laws and 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 through 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 self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange, the company’s raised funds management system and other relevant provisions, and as authorized by the general meeting of shareholders of the company, 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.
Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) independent directors: Yang Lan, Wang Xiaodong February 18, 2002
