Guangdong Chaohua Technology Co.Ltd(002288) the eighth meeting of the sixth board of directors Guangdong Chaohua Technology Co.Ltd(002288) independent directors
Prior approval opinions on matters related to the eighth meeting of the sixth 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 and other relevant laws and regulations, departmental rules, normative documents and the articles of association, As an independent director of Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as “the company”), we, in the attitude of being responsible to the company, all shareholders and investors, express our prior approval opinions on the relevant matters considered at the eighth meeting of the sixth board of directors of the company as follows:
1、 Prior approval opinions on the company’s non-public offering of shares and related party transactions
After examination, we believe that the company’s non-public offering of shares complies with the provisions 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, the detailed rules for the implementation of non-public offering of shares by listed companies, and the company meets the conditions for non-public offering of A-Shares by listed companies.
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 is no behavior that damages the interests of the company and all shareholders, especially minority shareholders.
In addition, the subscription object of the company’s non-public offering of shares is Shenzhen Changxuan Technology Co., Ltd. controlled by Mr. Liang Jianfeng, one of the actual controllers of the company. Mr. Liang Jianfeng is the controlling shareholder, one of the actual controllers and chairman of the board of directors of the company, and he has a father-child relationship with Mr. Liang Hong, vice chairman and President of the company, and an uncle nephew relationship with Mr. Liang Wei, director and vice president of the company. According to article 10.1.1 of the Listing Rules of Shenzhen Stock Exchange According to paragraph (2) of Article 3, Liang Jianfeng is a related party of the company. This transaction constitutes a related party transaction.
The pricing benchmark date of this non-public offering is the resolution date of the eighth meeting of the sixth board of directors of the company (i.e. December 14, 2021), and the issue price is 7.22 yuan / share, which is no less than 20 transactions before the pricing benchmark date
80% of the average trading price of the company’s shares on the eighth meeting of the sixth board of directors (the average price of stock transactions in the 20 trading days before the pricing benchmark date = the total amount of stock transactions in the 20 trading days before the pricing benchmark date ÷ the total amount of stock transactions in the 20 trading days before the pricing benchmark date). The total amount of funds raised in this non-public offering of shares shall not exceed 722 million yuan, the number of shares issued shall not exceed 100000000 shares, and shall not exceed 30% of the total share capital of the listed company in this offering. The above pricing The principle and quantity of issuance shall comply with the provisions of laws, regulations and normative documents.
The relevant provisions of the conditional effective share subscription agreement to be signed by the company and Shenzhen Changxuan Technology Co., Ltd. are based on normal business principles, fair, just and reasonable, and there is no situation that damages the interests of other shareholders of the company, especially small and medium-sized shareholders.
When the board of directors of the company reviews the proposals related to the non-public offering of shares, the related directors need to avoid voting; Meanwhile, when the proposals related to the non-public offering of shares are submitted to the general meeting of shareholders for deliberation, the related shareholders will also avoid voting. The review procedures of connected transactions shall comply with the provisions of relevant laws, regulations and normative documents.
To sum up, we believe that the subscription of Shenzhen Changxuan Technology Co., Ltd. for the company’s non-public offering shares is in the interests of all shareholders. Although it involves related party transactions, it is in line with the provisions of relevant national laws, regulations and normative documents, and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders. As an independent director of the company, we recognize that the company’s non-public offering of shares involves related party transactions, and agree to submit the proposal related to the company’s non-public offering of shares to the board of directors for deliberation.
Therefore, we unanimously agreed to the relevant proposals and submitted them to the board of directors for deliberation.
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Signature of the independent director of the 8th meeting of the 6th board of directors (there is no text on this page, which is the signature page of Guangdong Chaohua Technology Co.Ltd(002288) independent directors’ prior approval opinions on matters related to the 8th meeting of the 6th board of directors):
Shao Xijuan, Xu Jinhuan, Qiang Changwen December 12, 2021
