Guangdong Rifeng Electric Cable Co.Ltd(002953)
Independent directors’ opinions on the 27th meeting of the Fourth Board of directors
Independent opinions on relevant matters
As an independent director of Guangdong Rifeng Electric Cable Co.Ltd(002953) (hereinafter referred to as “the company”), we carefully reviewed the relevant materials provided by the company before the meeting of the board of directors. In accordance with the rules for independent directors of listed companies, No. 1 self regulatory guidelines for listed companies of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, the articles of association of Guangdong Rifeng Electric Cable Co.Ltd(002953) companies and other relevant provisions, and based on the principle of diligence, objectivity and impartiality, we hereby discuss the relevant matters considered at the 27th meeting of the Fourth Board of directors of the company, Based on independent judgment, the following independent opinions are expressed:
1、 Independent opinions on the proposal on cash management of idle raised funds
After verification, in order to improve the use efficiency of the company’s convertible bond raised funds, without affecting the company’s business plan, the construction plan of convertible bond raised investment projects and the use plan of convertible bond raised funds, the company plans to use the idle convertible bond raised funds with a total amount of no more than 215 million yuan for cash management, which has high investment safety Principal guaranteed financial products with good liquidity. Through deliberation and approval by the board of directors and the board of supervisors of the company, the necessary examination and approval procedures have been performed, which comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the stock listing rules of Shenzhen Stock Exchange Relevant provisions of normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board. Under the condition of ensuring the normal operation capital demand of the company, the cash management of idle raised funds does not conflict with the implementation plan of raised investment projects, affect the normal progress of raised investment projects, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The company’s cash management of idle raised funds helps to improve the company’s fund use efficiency and increase fund income, which is in line with the needs of the company’s development and the interests of all shareholders.
Therefore, we unanimously agree that the company will conduct cash management on idle raised funds not exceeding RMB 215 million, and the service life is valid within 12 months from the date of deliberation and approval by the board of directors of the company. Within the validity period of the above quota and resolution, the funds can be carried out in a circular and rolling manner.
2、 Independent opinions on the proposal of using some idle raised funds to temporarily supplement working capital
After verification, in order to improve the use efficiency of the funds raised by convertible bonds and meet the company’s daily operating capital needs, the company plans to use the idle raised funds of convertible bonds of no more than 160 million yuan to temporarily supplement the working capital on the premise of ensuring the capital needs of the construction of the investment projects invested by the funds raised by convertible bonds and the normal progress of the investment plan of the funds raised, For the production and operation related to the company’s main business, the service life shall be no more than 12 months from the date of deliberation and approval by the company’s board of directors, and will be returned to the special account for raised funds at the expiration of the term. The use of idle raised funds this time does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders. Therefore, we agree that the company will use 160 million yuan of idle raised funds to temporarily supplement working capital. 3、 Independent opinions on repurchase and cancellation of some restricted shares
After verification, the three incentive objects first granted by the company’s restricted stock incentive plan in 2020 quit for personal reasons and no longer meet the qualification of incentive objects. The company will repurchase and cancel a total of 46368 restricted shares granted but not lifted. The repurchase and cancellation of restricted shares complies with the provisions of relevant laws, regulations and normative documents, such as the measures for the administration of equity incentive of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the 2020 restricted stock incentive plan (Draft), and the procedures are legal and compliant, The repurchase and cancellation of some restricted shares by the company will not affect the continuous operation of the company, nor will it damage the interests of the company and shareholders, especially minority shareholders.
Independent director: Liu Tao, Han Ling March 4, 2022
