Guangdong Huiyun Titanium Industry Co.Ltd(300891) independent director
Independent opinions on matters related to the 7th Meeting of the 4th board of directors
Guangdong Huiyun Titanium Industry Co.Ltd(300891) (hereinafter referred to as “the company”) held the 7th Meeting of the 4th board of directors on March 8, 2022. As an independent director of the company, we carefully read the relevant meeting materials. According to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies (hereinafter referred to as “standardized operation of GEM listed companies”) and other laws, regulations and normative documents, as well as the relevant provisions of Guangdong Huiyun Titanium Industry Co.Ltd(300891) articles of Association (hereinafter referred to as “articles of association”), We hereby express the following independent opinions on the relevant matters of the seventh meeting of the Fourth Board of directors of the company:
1、 Independent opinions on adjusting the company’s plan to issue convertible corporate bonds to unspecified objects
After verification, we believe that the company’s plan to adjust the issuance of convertible corporate bonds to unspecified objects is feasible, the investment project with raised funds is in line with the national industrial policy, and the market prospect is good. Compliance with the provisions of the securities law of the people’s Republic of China and the measures for the regulation of the issuance of securities on the gem and other relevant laws and regulations; Conform to the actual situation and development plan of the company; It 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 its shareholders, especially the minority shareholders. We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
Matters related to this offering can only be implemented after being deliberated and approved by the general meeting of shareholders of the company, reviewed and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission.
2、 Independent opinions on the plan for issuing convertible corporate bonds to unspecified objects (Revised Version)
After verification, we believe that the revision of the company’s plan for issuing convertible corporate bonds to unspecified objects complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation); Conform to the actual situation and development plan of the company; It 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 its shareholders, especially the minority shareholders. We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the demonstration and analysis report on issuing convertible corporate bonds to unspecified objects (Revised Version)
After verification, we believe that the report (Revised Version) takes into account the company’s industry and development stage, financing planning, financial status, capital demand and other conditions, and fully demonstrates the necessity of the selection of securities and their varieties, the appropriateness of the selection scope, quantity and standard of the issuance object, and the rationality of the pricing principle, basis, method and procedure of the issuance, The feasibility of this issuance method, the fairness and rationality of this issuance scheme, the impact of this issuance on the dilution of the original shareholders’ equity or immediate return and the specific measures to fill in, there is no situation that damages the interests of the company and investors. We unanimously agree to the 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 project of issuing convertible corporate bonds to unspecified objects to raise funds (Revised Version)
After verification, we believe that the report (Revised Draft) has made a full and detailed description of the project overview, feasibility and necessity of implementation and investment budget of the investment project with raised funds, which is conducive to investors’ comprehensive understanding of the company’s issuance of convertible corporate bonds to unspecified objects. The fund-raising project conforms to the national industrial policy and the company’s strategic objectives, which is conducive to expanding the company’s main business and improving the company’s core competitiveness. The implementation of the project conforms to the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on adjusting the risk prompt of the company issuing convertible corporate bonds to unspecified objects and diluting the immediate return, the company’s filling measures and the commitments of relevant subjects
After verification, we believe that according to the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market issued by the general office of the State Council, several opinions on further promoting the healthy development of the capital market issued by the State Council and the guiding opinions on matters related to initial issuance and refinancing, major asset restructuring and dilution of immediate return issued by the CSRC, The company analyzed the impact of the issuance of convertible corporate bonds on the dilution of immediate return, and put forward specific measures to fill the return. The relevant subjects made a commitment that the company’s measures to fill the return can be effectively fulfilled. The filling measures to be taken by the company to dilute the immediate return are legal and compliant, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company, its shareholders, especially small and medium-sized shareholders. We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
Independent directors of the Fourth Board of directors: Bi Sheng, Xiong Mingliang and Wang Bei March 8, 2022
