Jiangsu Etern Company Limited(600105) independent director
Independent opinions on relevant proposals of the first extraordinary meeting of the ninth board of directors in 2022
In accordance with the company law of the people’s Republic of China (revised in 2018), the securities law of the people’s Republic of China (revised in 2019), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), the guiding opinions on the establishment of independent director system in listed companies and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association of the company, As independent directors of Jiangsu Etern Company Limited(600105) (hereinafter referred to as “the company”), Proposals on the non-public offering of shares considered at the first extraordinary meeting of the ninth board of directors in 2022: proposal on adjusting the company’s non-public offering of shares, proposal on the company’s non-public offering of shares (Revised Draft), proposal on the company’s non-public offering of shares (Revised Draft), and proposal on the feasibility analysis report on the use of funds raised by the company’s non-public offering of shares (Revised Draft) The proposal on the report on the use of the previously raised funds and the proposal on the filling measures for diluting the immediate shareholder income of non-public development banks and the commitments (Revised Draft) of relevant subjects were carefully deliberated in advance, and the relevant proposal materials provided by the company were carefully read. Based on the attitude of seeking truth from facts, being serious and responsible, and based on independent judgment, Express the following independent opinions:
1. The provisions in the adjusted non-public offering plan of the company on the type and par value of non-public offering shares, issuance price and pricing principle, issuance object, issuance quantity, sales restriction period, listing place, ownership of the company’s accumulated profits before the issuance, investment direction of raised funds, validity period of the proposal and other matters comply with the provisions of relevant laws, regulations and normative documents, The adjusted scheme is practical, in line with the principles of fairness and rationality, in line with the actual development needs of the company and the interests of all shareholders. The implementation of the fund-raising project will further enhance the comprehensive strength of the company. All independent directors agreed to submit the proposal to the general meeting of shareholders for deliberation.
2. After careful consideration, we believe that the revised plan for non-public offering of shares comprehensively considers the development status of the industry, development trend, current situation of the company and the impact of the issuance on the company. The revised plan complies with the provisions of relevant laws, regulations and normative documents and the actual development of the company. The plan does not damage the interests of the company and all shareholders, especially minority shareholders.
3. The investment direction of the funds raised from the non-public offering of shares after this revision complies with the provisions of relevant laws, regulations and normative documents, which is conducive to the company’s continuous improvement of economic benefits, the realization of the company’s development strategy, the further enhancement of the company’s comprehensive competitiveness, the interests of the company and all shareholders, the enhancement of the company’s capital strength and the relief of the company’s working capital pressure, Enhance the company’s ability to resist risks.
4. The report on the use of Jiangsu Etern Company Limited(600105) previously raised funds prepared by the company is true, accurate and complete, free from false records, misleading statements and major omissions, and complies with the relevant provisions of the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission, There are no irregularities in the deposit and use of raised funds.
5. In order to protect the right to know of the company’s small and medium-sized investors and safeguard the interests of small and medium-sized investors, the board of directors of the company drafted the proposal on the filling measures for diluting the immediate shareholder income of non-public Development Bank shares and the commitments of relevant subjects (Revised Draft), The directors and senior managers of the company have made a commitment to the effective implementation of the company’s filling return measures in accordance with the relevant provisions of the CSRC. The company has prompted the relevant risks of diluting the immediate return of the non-public offering of shares. At the same time, in order to reduce the risk of diluting the immediate return of the company that may be caused by the non-public offering of shares, the company plans to adopt relevant measures to improve the immediate return to shareholders, which is in line with the actual operation and sustainable development of the company, There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, we believe that the company’s non-public offering of shares is conducive to the development of the company, follows the principles of openness, fairness, impartiality and rationality, conforms to the interests of the company and all shareholders, and does not damage the interests of minority shareholders; The voting procedure is legal and complies with the provisions of relevant laws, regulations and the articles of Association; We agree to submit relevant proposals on this non-public offering to the general meeting of shareholders of the company for deliberation in accordance with laws, regulations and the articles of association.
Independent directors: Hua Weiliang, Miao Li, Cai Xuehui March 7, 2022
