Silkroad Visual Technology Co.Ltd(300556)
Independent opinions of independent directors on matters related to the third meeting of the Fourth Board of directors Silkroad Visual Technology Co.Ltd(300556) (hereinafter referred to as "the company") held the third meeting of the Fourth Board of directors on February 25, 2022. As an independent director of the company in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), the Shenzhen Stock Exchange GEM listed companies' standardized operation guidelines (revised in 2022), the guidelines for the performance of duties of independent directors, the rules for independent directors of listed companies, the articles of association and other relevant laws, regulations and rules, We have carefully consulted the relevant materials of the company and now express the following independent opinions on the matters involved:
1、 Independent opinions on further clarifying the specific scheme for the company to issue convertible corporate bonds to unspecified objects
The company has received the reply on Approving the registration of Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 3840) issued by the China Securities Regulatory Commission, and approved the company's application for registration of issuing convertible corporate bonds to unspecified objects. The board of directors of the company further clarified the specific plan for the company to issue convertible corporate bonds to unspecified objects in accordance with the authorization of the company's 2020 annual general meeting of shareholders.
After examination, the specific plan of the company to issue convertible corporate bonds to unspecified objects further clarified this time complies with the provisions of relevant 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 and registration of companies listed on the gem (for Trial Implementation), and the plan is feasible, It is conducive to improving the company's core competitiveness and sustainable profitability, which is in line with the company's long-term development objectives and the interests of all shareholders, and there is no damage to the interests of minority shareholders.
Therefore, we unanimously agree on the specific plan of the company to issue convertible corporate bonds to unspecified objects. 2、 Independent opinions on the listing of convertible corporate bonds issued by the company to unspecified objects
According to the authorization of the company's 2020 annual general meeting of shareholders, the board of directors of the company will handle matters related to the listing of convertible bonds on Shenzhen Stock Exchange after the issuance of convertible bonds, and authorize the chairman of the board or other designated persons to handle specific matters alone or jointly.
After examination, the matter complies with the provisions of relevant 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 and registration of companies listed on the gem (for Trial Implementation), the interests of the company and all shareholders, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders.
Therefore, we unanimously agree that the company issues convertible corporate bonds to unspecified objects and is listed on Shenzhen Stock Exchange.
3、 Independent opinions on opening a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing a supervision agreement on raising funds
The company opened a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signed a fund-raising supervision agreement, which complies with the relevant provisions of 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 standardized operation of Companies listed on the gem of Shenzhen Stock Exchange and so on, It can regulate the management, storage and use of the funds raised by the company by issuing convertible corporate bonds to unspecified objects, and effectively protect the legitimate rights and interests of investors.
Therefore, we unanimously agree to open a special account for the company to raise funds by issuing convertible corporate bonds to unspecified objects and sign a supervision agreement on the raised funds.
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(there is no text on this page, which is the signature page of independent directors' independent opinions on matters related to the third meeting of the Fourth Board of directors) independent directors:
Luo Weiman, Wang Yihua, Hu Lianquan
