Shenzhen Megmeet Electrical Co.Ltd(002851)
About the 13th meeting of the 4th board of directors of the company
Independent opinions on relevant matters
In accordance 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"), the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the Shenzhen Megmeet Electrical Co.Ltd(002851) articles of association, As an independent director of Shenzhen Megmeet Electrical Co.Ltd(002851) (hereinafter referred to as "the company"), with a serious and responsible attitude and based on independent judgment, we express the following independent opinions on the relevant matters considered at the 13th meeting of the Fourth Board of directors held on February 21, 2022:
1、 Independent opinions on meeting the conditions for public issuance of convertible corporate bonds
After verification, we believe that the company's public issuance of convertible corporate bonds complies with the provisions on public issuance of convertible corporate bonds in laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance of listed companies, and the company has the conditions for public issuance of convertible corporate bonds. We all agree on the content of the motion.
2、 Independent opinions on the public issuance of convertible corporate bonds
After review, we believe that the company's plan for publicly issuing convertible corporate bonds combines the consideration of the company's operation and development, complies with the provisions on publicly issuing convertible corporate bonds in relevant laws, regulations, rules and other normative documents, and is conducive to enhancing the company's core competitiveness and improving the company's sustainable profitability, In line with the company's long-term development goals and the interests of all shareholders. We unanimously agree on the company's plan to publicly issue convertible corporate bonds.
3、 Independent opinions on the plan for public issuance of convertible corporate bonds
After examination, we believe that the contents of the company's plan for this public offering of convertible corporate bonds are true, accurate and complete, without false records, misleading statements or major omissions, in line with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other laws, regulations and normative documents, and in line with the interests of the company and all shareholders. We unanimously agree to the plan for Shenzhen Megmeet Electrical Co.Ltd(002851) public issuance of convertible corporate bonds prepared by the company for this issuance.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds
After review, we believe that the feasibility analysis report prepared by the company for this issuance has made a full and detailed description of the utilization plan of the raised funds, the basic situation of the project, the necessity of project construction and other related matters, which is conducive to investors' comprehensive understanding of the company's issuance. We unanimously agree with the feasibility analysis report on the use of funds raised by Shenzhen Megmeet Electrical Co.Ltd(002851) public issuance of convertible corporate bonds prepared by the company.
5、 Independent opinions on the report on the use of the previously raised funds
After reviewing the report on the use of the previously raised funds prepared by the company, we believe that the company's management of the previously raised funds has strictly complied with the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), Shenzhen Stock Exchange and the company on the deposit and use of the raised funds, The disclosed information on the use of raised funds is true, accurate and complete, and there is no violation of the management and use of raised funds. We unanimously agree to the report on the use of the previously raised funds prepared by the company.
6、 Independent opinions on public issuance of convertible corporate bonds, diluted immediate return and its filling measures and commitments of relevant subjects
After verification, we believe that: the company's analysis of the impact of the public issuance of convertible corporate bonds on the dilution of immediate return, relevant filling measures and relevant commitments comply with the provisions of relevant laws, regulations and normative documents and the interests of all shareholders; The commitments made by relevant entities to the company's public issuance of convertible corporate bonds, diluted immediate return and filling measures comply with the provisions of relevant laws, regulations and normative documents, which is conducive to protecting the legitimate rights and interests of minority shareholders. We all agree on the content of the motion.
7、 Independent opinions on the meeting rules of convertible bondholders of the company
After review, the rules for bondholders' meeting of Shenzhen Megmeet Electrical Co.Ltd(002851) convertible corporate bonds prepared by the company, we believe that the rules reasonably protect the interests of bondholders, take into account the interests of the company and all shareholders, and comply with the provisions of relevant laws and regulations. We unanimously agree to the rules of bondholders' meeting of Shenzhen Megmeet Electrical Co.Ltd(002851) convertible corporate bonds formulated by the company.
8、 Independent opinions on the shareholder return planning of the company in the next three years (2022-2024)
After review, we believe that the shareholders' return plan for the next three years (2022-2024) formulated by the board of directors of the company complies with the notice on further implementation of cash dividends of listed companies issued by the CSRC and the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies, which is conducive to the sustainable development of the company, Safeguarding the legitimate rights and interests of the majority of shareholders. Therefore, we unanimously agree on the shareholder return plan.
9、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of this public offering of convertible corporate bonds
After examination, we believe that in order to ensure the efficient, orderly promotion and smooth implementation of the work related to the public issuance of convertible corporate bonds, the company requests the general meeting of shareholders to authorize the board of directors and its authorized persons to handle the specific matters of the issuance, which is in line with the provisions of relevant laws and regulations and normative documents. We agree to these authorization arrangements.
10、 Independent opinions on the company and its subsidiaries applying for bank credit and providing guarantee
After review, we believe that the company is in good credit and operation condition and has strong debt repayment ability. This time, the company and its wholly-owned and holding subsidiaries apply for comprehensive credit lines from relevant banks and provide guarantees to subsidiaries, which is in line with the overall interests of the company, does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders, and will not adversely affect the normal operation and business development of the company. We agree that the above-mentioned companies and wholly-owned and holding subsidiaries apply for comprehensive credit lines from relevant banks and provide guarantees to subsidiaries.
(no text below)
(there is no text on this page, which is the signature page of Shenzhen Megmeet Electrical Co.Ltd(002851) independent directors' independent opinions on relevant matters of the 13th meeting of the Fourth Board of directors of the company.)
Zhang Bo
(there is no text on this page, which is the signature page of Shenzhen Megmeet Electrical Co.Ltd(002851) independent directors' independent opinions on relevant matters of the 13th meeting of the Fourth Board of directors of the company.)
Yu Tao Wang
