Tongwei Co.Ltd(600438) independent director
Independent opinions on matters related to the 24th Meeting of the 7th board of directors according to the relevant provisions of relevant laws, regulations and normative documents such as the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC, we, as independent directors of Tongwei Co.Ltd(600438) (hereinafter referred to as "the company"), based on independent judgment, We hereby express the following independent opinions on the relevant proposals considered at the 24th Meeting of the seventh board of directors of the company:
1、 Proposal on the company's public issuance of A-share convertible bonds and the issuance plan of corporate bonds
We believe that the company's plan for this public offering of A-share convertible corporate bonds is to further clarify the specific plan for the company's public offering of convertible corporate bonds in accordance with the authorization of the 2020 annual general meeting of shareholders, the requirements of the securities regulatory authorities and the actual situation and market conditions of the company. The issuance scheme complies with the requirements of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies and the measures for the administration of securities issuance and underwriting. The scheme is reasonable, practical and feasible, in line with the interests of all shareholders, and there is no harm to the interests of minority shareholders.
2、 Proposal on the public issuance of convertible corporate bonds for listing
We believe that after the issuance of convertible corporate bonds, the board of directors of the company plans to handle matters related to the listing of convertible corporate bonds on Shanghai Stock Exchange in accordance with the authorization of the company's 2020 annual general meeting of shareholders, and authorize the company's management to handle specific matters, which is in line with the provisions of relevant laws and regulations and does not damage the interests of minority shareholders.
3、 Proposal on opening a special account for raised funds and signing a supervision agreement
We believe that the company opened a special account for the raised funds for the special storage and use of the funds raised by convertible corporate bonds. The board of directors authorized the management of the company to handle specific account opening matters, and signed a supervision agreement on the raised funds with the sponsor and the deposit bank to supervise the storage and use of the raised funds. This matter complies with the relevant provisions of the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange and the measures for the administration of the use of funds raised by the company, which is conducive to regulating the management, storage and use of funds raised by the company's public issuance of convertible corporate bonds, effectively protecting the legitimate rights and interests of investors, and there is no damage to the interests of minority shareholders.
(signature page next)
