Konka Group Co.Ltd(000016) independent director
Relevant matters of the 55th meeting of the ninth board of directors of the company
Independent opinion of
1、 Independent opinions on candidates for the 9th board of directors
In accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and in combination with the actual situation of the company, the board of directors of Konka Group Co.Ltd(000016) (hereinafter referred to as “the company”) plans to nominate Mr. Ye Xingbin, a candidate for non independent director, for deliberation at the general meeting of shareholders.
We have reviewed the basic information about the candidates and asked relevant personnel about relevant issues. According to the provisions of the rules for independent directors of listed companies and other relevant documents, and based on the information we have obtained and our professional knowledge, we express the following opinions:
(I) this nomination is made by the board of directors of the company on the basis of fully understanding the nominee’s educational background, professional experience, professional quality and other comprehensive conditions, and has obtained the consent of the nominee. The nomination procedures comply with relevant regulations; According to the information we have obtained, the above nominees have the qualification and ability to serve as directors of the company.
(II) the nominees have not found any circumstance that they are not allowed to be nominated as directors as stipulated in paragraph 1 of article 3.2.2 of self regulatory guidelines No. 1 – standardized operation of listed companies on the main board, and their qualifications meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
The deliberation and voting procedures of this matter are compliant and legal. We agree with the voting result of the board of directors.
2、 Special opinions on providing financial assistance according to the shareholding ratio after the listing and transfer of 31% equity of Sichuan Chengrui Real Estate Co., Ltd
We have received the proposal that the company will provide financial assistance according to the shareholding ratio after the listing and transfer of 31% equity of Sichuan Chengrui Real Estate Co., Ltd. (hereinafter referred to as “Sichuan Chengrui company”). In accordance with the relevant provisions of the independent director rules of listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, we are the independent director of the company, After carefully reading the proposal, the company and other shareholders inquired and understood the relevant information about the financial assistance provided by Sichuan Chengrui company according to the shareholding ratio. Based on independent judgment, We hereby express the following independent opinions on the issue of providing financial assistance according to the shareholding ratio after the listing and transfer of 31% equity of Sichuan Chengrui Real Estate Co., Ltd. approved at the 55th meeting of the ninth board of directors of the company:
After the listing and transfer of 31% equity of Sichuan Chengrui company, the company and other shareholders provide financial assistance to Sichuan Chengrui company according to the shareholding ratio. It is determined based on the company’s comprehensive assessment of the assets and debt repayment ability of Sichuan Chengrui company. Sichuan Chengrui company has the ability to repay the financial assistance. We believe that the overall risk of financial assistance provided by the company to it is controllable, will not affect the normal operation of the company, 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 shareholders, especially minority shareholders. At the same time, the necessary procedures have been fulfilled. We agree with the voting result of the board of directors of the company.
3、 Special opinions on terminating the issuance of shares, paying cash to purchase assets and raising supporting funds
We have received the relevant proposals of the company on terminating the issuance of shares, paying cash to purchase assets and raising supporting funds (hereinafter referred to as “this transaction”), and in accordance with the rules for independent directors of listed companies, the standards for corporate governance of listed companies, the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, As an independent director of the company, we have carefully read the relevant proposals and annexes on the termination of this transaction and carefully reviewed the termination of this transaction. Based on the sufficient information we think we have obtained and our professional knowledge, and based on our independent judgment, we express the following independent opinions:
(I) this transaction intends to raise matching funds from the non-public offering of shares by the controlling shareholder of the company, OCT Group Co., Ltd. therefore, this transaction constitutes a related party transaction. The company’s proposal to terminate this transaction has been approved in advance before being submitted to the board meeting for deliberation.
(II) when the board of directors deliberated on the company’s proposal to terminate this transaction, the related directors have avoided voting as required. The convening, convening and voting procedures of the board meeting of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the relevant resolutions of the board of directors on this transaction are legal and effective.
(III) since the company and the shareholders of Jiangsu haisida power supply Co., Ltd. failed to reach an agreement on some core terms of this transaction, the company decided to terminate this transaction after careful study from the perspective of safeguarding the rights and interests of all shareholders, especially minority shareholders and the interests of the company. The company’s termination of this transaction does not harm the interests of the company, all shareholders, especially minority shareholders, and complies with the provisions of relevant laws, regulations, normative documents and the articles of association. We agree with the company to terminate this transaction.
(IV) it is agreed that the company will sign the termination agreement of the agreement on issuing shares and paying cash to purchase assets with 33 counterparties such as Jiangsu haisida Group Co., Ltd., and sign the termination agreement of the agreement on issuing shares to purchase assets with 11 counterparties such as Shenzhen Minggao Investment Holding Co., Ltd, Sign the termination agreement of the share subscription agreement for issuing shares and paying cash to purchase assets and raise supporting funds with the controlling shareholder OCT Group Co., Ltd.
Therefore, we agree with the voting results of the board of directors of the company.
It is hereby declared.
Konka Group Co.Ltd(000016) independent director
March 4, 2002
