Guangdong Chaohua Technology Co.Ltd(002288) independent director
Independent opinions on matters related to the 8th meeting of the 6th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, As an independent director of the 6th board of directors of Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as “the company”), we express the following independent opinions on relevant matters considered at the 8th meeting of the 6th board of directors of the company:
1、 Independent opinions on signing the supplementary agreement to the investment cooperation agreement of copper foil industry base project
On January 29, 2021, the company signed the investment cooperation agreement between the Management Committee of Guangxi Yuchai Industrial Park and Guangdong Chaohua Technology Co.Ltd(002288) copper foil industrial base project with the Management Committee of Guangxi Yuchai Industrial Park. In order to further accelerate the project construction agreed in the original cooperation agreement, the two sides reached the supplementary agreement on the investment cooperation agreement of the copper foil industry base project, and decided to make changes to the equity structure, investment and financing arrangements and governance organization of the cooperation project company. The signing of this supplementary agreement will not have a significant impact on the production and operation of the company, there is no situation that damages the legitimate interests of the listed company and shareholders, and will not affect the business independence of the company. Therefore, we agree to sign the above supplementary agreement.
2、 Independent opinion on termination of non-public offering of A-Shares in 2020
The termination of the non-public offering of shares in 2020 is a prudent decision made by the company taking into account the external situation and the actual operation of the company. The company’s termination of the non-public offering will not have an adverse impact on the company’s operation, and there is no situation damaging the interests of the company and all shareholders, especially minority shareholders. The relevant decision-making procedures comply with relevant laws and regulations and the articles of association. Therefore, we agree that the company shall terminate the non-public offering.
3、 Independent opinions on non-public offering of shares in 2021
1. The company’s non-public offering of shares complies with 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, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, and the company meets the conditions for non-public offering of A-Shares by listed companies;
2. The non-public offering plan of the company complies with 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, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents; The contents of the company’s non-public offering plan and plan are practical, comprehensively considering the company’s industry and development status, business practice, capital demand, etc., which is in line with the current situation and development trend of the company’s industry, helps to optimize the company’s capital structure, improve the company’s core competitiveness and promote the sustainable development of the company; There are no acts that harm the interests of the company and all shareholders, especially minority shareholders.
The convening procedures and voting procedures of the board of directors for the company’s consideration of the non-public offering of shares comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to submit relevant proposals such as the non-public offering of shares in 2021 to the general meeting of shareholders for consideration.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by A-share non-public development banks in Guangdong Chaohua Technology Co.Ltd(002288) 2021
After review, we believe that the use plan of the funds raised by the company’s non-public offering complies with relevant policies, laws and regulations, and the investment project of the raised funds is mainly carried out around the company’s main business, in line with relevant national industrial policies and the company’s overall development strategy, as well as relevant policies, laws and regulations, which is necessary and feasible. The implementation of the investment project with raised funds can further improve the company’s competitiveness and anti risk ability, optimize the product structure, improve the profitability, and is conducive to the long-term sustainable development of the company. Therefore, the purpose of the raised funds is reasonable and feasible, which is in line with the interests of the company and all shareholders.
Therefore, we agree to the feasibility analysis report on the use of funds raised by non-public development banks’ A-Shares in Guangdong Chaohua Technology Co.Ltd(002288) 2021 prepared by the company, and agree to submit relevant proposals to the general meeting of shareholders for deliberation.
5、 Independent opinions on the statement that there is no need to prepare the report on the use of the previously raised funds for the non-public development of A-share shares
After review, we believe that since the initial public offering of shares, the company has not raised funds through allotment, additional issuance and convertible corporate bonds in the last five fiscal years, and the arrival time of the company’s previously raised funds has reached five fiscal years. In accordance with the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public development of shares by listed companies (revised in 2020) and the provisions on the report on the use of previously raised funds (zjfz [2007] No. 500), the company does not need to prepare the report on the use of the funds raised in the previous time, nor does it need to hire an accounting firm with securities and futures related business qualifications to issue the verification report on the use of the funds raised in the previous time.
Therefore, we agree to the statement that there is no need to prepare the report on the use of the previously raised funds for the non-public development of a shares, and agree to submit the relevant proposals to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the non-public offering of A-Shares constituting related party transactions
After review, we believe that Shenzhen Changxuan Technology Co., Ltd., controlled by Liang Jianfeng, one of the actual controllers of the company, subscribes for the company’s non-public offering shares this time, which reflects the confidence in the future development of the company and recognizes the value of the company. At the same time, this transaction is conducive to optimizing the financial structure, reducing financial costs, enhancing the company’s sustainable profitability and anti risk ability, improving the company’s asset scale and comprehensive strength, in line with the company’s long-term development strategy, in line with the interests of the company and all shareholders, and does not damage the interests of the company and minority shareholders.
Therefore, we agree that Shenzhen Changxuan Technology Co., Ltd. subscribes for the non-public offering shares of the company, and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
7、 About the signing of the agreement between the company and specific objects
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》After review, we believe that although the signing of the share subscription agreement constitutes a connected transaction, the pricing follows the principles of fairness and rationality. At the same time, this transaction is conducive to the company’s optimization of financial structure, reduction of financial costs, enhancement of the company’s sustainable profitability and risk resistance, improvement of the company’s asset scale and comprehensive strength, and is in line with the company’s long-term development strategy, It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and minority shareholders. Therefore, we agree to sign the share subscription agreement and submit relevant proposals to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on diluted immediate return of non-public offering of A-Shares in 2021, filling measures and commitments of relevant subjects
After review, we believe that according to the requirements of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market, several opinions of the State Council on further promoting the healthy development of the capital market, and the guiding opinions on matters related to initial offering and refinancing, heavy asset restructuring and dilution of immediate return, etc, The board of directors of the company deliberated and approved the proposal on the diluted immediate return of non-public development banks in 2021 and the filling measures and the commitments of relevant subjects. The company carefully analyzed the impact of this non-public offering on the diluted immediate return and formulated relevant measures to fill the return; At the same time, all directors, senior managers, controlling shareholders and actual controllers of the company have made corresponding commitments to the practical implementation of the non-public offering diluted immediate return filling measures.
We believe that the company’s analysis on the impact of non-public offering of shares on diluted immediate return in 2021, relevant filling measures and commitments meet the requirements of relevant regulations and are in line with the interests of the company and shareholders, and agree to submit relevant proposals to the general meeting of shareholders for deliberation.
9、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of non-public offering of shares in 2021
Authorizing the board of directors to handle the specific matters of the non-public offering of shares is conducive to the efficient and orderly implementation of the non-public offering of a shares. The specific authorization content and authorization period comply with the provisions of relevant laws and the articles of association, The company’s request to the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering is conducive to the company’s smooth promotion of the non-public offering of shares, and there is no situation that damages the interests of the company and all its shareholders, especially minority shareholders.
Therefore, we unanimously agree to the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of non-public development of shares in 2021, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
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[there is no text on this page, which is the signature page of Guangdong Chaohua Technology Co.Ltd(002288) independent directors’ independent opinions on matters related to the eighth meeting of the sixth board of directors] signature of independent directors:
Shao Xijuan, Xu Jinhuan, Qiang Changwen
December 14, 2021
