Citic Pacific Special Steel Group Co.Ltd(000708)
About the 16th meeting of the 9th board of directors of the company
Independent opinions on relevant matters
Citic Pacific Special Steel Group Co.Ltd(000708) (hereinafter referred to as the “company” or “listed company”) the 16th meeting of the ninth board of directors (hereinafter referred to as the “meeting”) was held on February 22, 2022. 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”) and the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “measures for the administration of issuance”) Relevant laws, regulations and normative documents such as the rules for independent directors of listed companies, the governance standards for listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association of Citic Pacific Special Steel Group Co.Ltd(000708) (hereinafter referred to as the “articles of association”), As an independent director of the company, with a serious and responsible attitude and based on an independent, prudent and objective position, we carefully reviewed the relevant matters considered at the 16th meeting of the ninth board of directors of the company, and expressed the following independent opinions:
1、 Independent opinions on further clarifying the specific scheme of the company’s public issuance of convertible corporate bonds
After examination, we believe that the company’s public issuance of convertible corporate bonds has been approved by the China Securities Regulatory Commission in document zjxk [2021] No. 4082. According to the authorization of the second extraordinary general meeting of shareholders in 2021, the board of directors of the company further clarified the specific scheme of the company’s public issuance of convertible corporate bonds in accordance with the requirements of relevant laws and regulations and in combination with 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 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 the measures for the administration of securities issuance and underwriting. The scheme is reasonable and feasible, in line with the actual situation and long-term development plan of the company, and in line with the interests of the company and all shareholders, There is no situation that damages the interests of 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.
Therefore, we agree with the specific plan of the company’s public offering of convertible corporate bonds further clarified by the board of directors.
2、 Independent opinions on the listing of convertible corporate bonds issued by the company
After review, we believe that after the issuance 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 in accordance with the relevant provisions of relevant laws, regulations and normative documents and the authorization of the second extraordinary general meeting of shareholders of the company in 2021, And authorize the chairman of the board of directors or other persons authorized by the chairman of the board of directors to handle specific matters, without damaging the interests of shareholders of the company, especially minority shareholders.
Therefore, we agree to the matters related to the public offering and listing of convertible corporate bonds.
3、 Independent opinions on the establishment of special accounts for raised funds
After review, we believe that the company and its subsidiaries implementing the raised investment project will open a special account for the raised funds for the special storage and use of the raised funds of this issuance. The company and its subsidiaries implementing the raised investment project will sign a tripartite supervision agreement on the raised funds with the sponsor and the bank storing the raised funds to supervise the deposit and use of the raised funds of convertible corporate bonds. This matter complies with the provisions of relevant laws and regulations, which is conducive to regulating the management, storage and use of the 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 situation that damages the interests of minority shareholders.
Therefore, we agree to set up a special account for raised funds.
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(there is no text on this page, which is the signature page of Citic Pacific Special Steel Group Co.Ltd(000708) independent directors’ independent opinions on matters related to the 16th meeting of the ninth board of directors) signature of independent directors:
Zhang Yue, Hou Degen, Zhu Zhenghong
February 22, 2022
