D&O Home Collection Co.Ltd(002798)
Independent opinions of independent directors on matters related to the 28th meeting of the Fourth Board of directors of the company
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations and normative documents, As an independent director of D&O Home Collection Co.Ltd(002798) (hereinafter referred to as “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 28th meeting of the Fourth Board of directors of the company and expressed the following independent opinions:
1、 Independent opinions on the use of raised funds to increase capital to subsidiaries through holding subsidiaries to implement raised investment projects
After verification, we believe that the company’s use of the raised funds to increase the capital to the holding grandchildren Guangxi Oushennuo Ceramics Co., Ltd. and Jingdezhen Oushennuo Ceramics Co., Ltd. through the holding subsidiary Foshan Oushennuo Ceramics Co., Ltd. is conducive to the smooth implementation of the raised investment project and the improvement of the use efficiency of the raised funds, which is in line with the use plan of the raised funds, It is in line with the interests of the company and all shareholders, and there is no situation that damages the legitimate rights and interests of the company and shareholders, especially minority shareholders. This item has fulfilled the relevant decision-making procedures of the company and complies with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions. Therefore, we unanimously agree that the company will use the raised funds to increase capital to the holding subsidiary through the holding subsidiary to implement the raised investment project.
2、 Independent opinions on using raised funds to replace self raised funds and issuance expenses of pre invested projects with raised funds
After verification, we believe that the company’s use of the raised funds to replace the self raised funds and issuance expenses of the raised investment projects in advance, the approval procedures are legal and compliant, does not affect the normal implementation of the raised investment projects, nor does it change the investment direction of the raised funds in a disguised manner and damage the interests of the company and shareholders, especially the interests of minority shareholders. Lixin Certified Public Accountants (special general partnership) conducted a special audit on the company’s pre investment in raised investment projects with self raised funds and issued an assurance report. The replacement time of raised funds was less than six months from the arrival time of raised funds, which met the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies Guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions. Therefore, we agree that the company will use the raised funds to replace the self raised funds and issuance expenses invested in the raised investment projects in advance.
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(there is no text on this page, which is the signature page of D&O Home Collection Co.Ltd(002798) independent directors’ independent opinions on relevant matters of the 28th meeting of the Fourth Board of directors of the company) independent directors:
Mao Daowei, Zhang Qiang, Zou Yan
D&O Home Collection Co.Ltd(002798) December 13, 2021
