Zhejiang Yonghe Refrigerant Co.Ltd(605020)
Independent opinions of independent directors on matters related to the 20th meeting of the third board of directors Zhejiang Yonghe Refrigerant Co.Ltd(605020) :
In accordance with the rules for independent directors of listed companies, the working system of independent directors, the articles of association and other relevant provisions, as independent directors of Zhejiang Yonghe Refrigerant Co.Ltd(605020) (hereinafter referred to as “the company”), after careful review of relevant materials and based on independent judgment, we express independent opinions on relevant matters of the 20th meeting of the third board of directors as follows:
1、 Independent opinions on the company’s compliance with the conditions for public issuance of A-share convertible corporate bonds
The company’s public issuance of A-share convertible corporate bonds complies with the provisions on public issuance of A-share convertible corporate bonds in 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 other relevant laws, regulations and other normative documents, and the company has the conditions for public issuance of A-share convertible corporate bonds.
Therefore, we agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company’s plan to publicly issue A-share convertible corporate bonds
The scheme of the company’s public offering of convertible corporate bonds is practical, the investment project with raised funds is in line with the national industrial policy, and the market prospect is good. This issuance is conducive to improving the asset quality of the company, improving the financial situation and enhancing the sustainable profitability, which is in line with the long-term development objectives of the company and the interests of shareholders.
Therefore, we agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s plan for public issuance of A-share convertible corporate bonds
The content of the company’s plan for this public offering of A-share convertible corporate bonds is true, accurate and complete, without false records, misleading statements or major omissions, which is in line with the company’s long-term development goals and the interests of all shareholders.
Therefore, we agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by the company’s public issuance of A-share convertible corporate bonds
The feasibility analysis report on the use of funds raised by public issuance of A-share convertible corporate bonds prepared by the company has fully explained in detail the use plan of the raised funds, the background and necessity of the investment project of the raised funds, the feasibility of the investment project of the raised funds, the investment project of the raised funds, etc, It is helpful for investors to have a comprehensive understanding of this public offering of convertible corporate bonds.
Therefore, we agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the report on the use of the company’s previously raised funds
The report on the use of the previously raised funds prepared by the company is true, accurate and complete, without false records, misleading statements and major omissions, and complies with the provisions on the report on the use of the previously raised funds and other relevant laws, regulations, normative documents and the articles of association. The deposit and use of the company’s previously raised funds comply with the provisions of relevant laws, regulations, normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the articles of association. There are no violations and do not damage the legitimate rights and interests of the company and minority shareholders.
Therefore, we agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the company’s public issuance of A-share convertible corporate bonds, diluted immediate return, measures to fill the return and commitments of relevant subjects
The company’s analysis of the impact of this public offering of convertible corporate bonds on the dilution of immediate return, relevant filling measures and relevant commitments comply with the provisions of relevant laws, regulations and normative documents and the interests of all shareholders. The commitments made by relevant entities to the company’s public issuance of convertible corporate bonds, diluted immediate return and filling measures comply with the provisions of relevant laws, regulations and normative documents, which is conducive to protecting the legitimate rights and interests of minority shareholders.
Therefore, we agree to submit the above proposal to the shareholders’ meeting for deliberation and approval.
7、 Independent opinions on the company’s shareholder dividend return plan for the next three years (20222024)
The dividend return plan for shareholders in the next three years (20222024) formulated by the company is conducive to protecting the legitimate rights and interests of investors. It can attach great importance to the reasonable investment return of shareholders while maintaining its own sustainable and steady development, realize the reasonable investment return to investors and take into account the sustainable development of the company, and comply with the provisions of relevant laws, regulations and normative documents, There is no situation that damages the interests of the company or minority shareholders.
Therefore, we agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on the meeting rules of bondholders of A-share convertible companies
The rules of bondholders’ meeting for public issuance of A-share convertible corporate bonds formulated by the company reasonably protects the interests of bondholders, takes into account the interests of the company and all shareholders, and complies with the provisions of relevant laws and regulations. Therefore, we agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors or persons authorized by the board of directors to handle the specific matters of this public offering of A-share convertible corporate bonds
The general meeting of shareholders is requested to authorize the board of directors or the person authorized by the board of directors to handle the specific matters of the public issuance of A-share convertible corporate bonds, which is in line with the provisions of relevant laws and regulations, and is conducive to the efficient, orderly promotion and smooth implementation of the company’s convertible corporate bonds.
Therefore, we agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
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March 4, 2022
