Independent directors’ opinions on the fifth meeting of the third board of directors
Independent opinions on relevant matters
According to the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Stock Listing Rules”), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies (hereinafter referred to as the “self regulatory guidelines”), the rules for independent directors of listed companies, the articles of Association and the working system of independent directors As an independent director of the third board of directors of Poco Holding Co.Ltd(300811) (hereinafter referred to as “the company”), in accordance with the relevant provisions of laws, regulations and rules, we have carefully considered the relevant matters considered at the fifth meeting of the third board of directors of the company with a serious, rigorous and responsible attitude, and now express our independent opinions as follows:
1、 Independent opinions on further clarifying the specific scheme for the company to issue convertible corporate bonds to unspecified objects
The company has received the reply on Approving the registration of Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects (zjxk [2022] No. 121) issued by China Securities Regulatory Commission, and approved the company’s application for registration of issuing convertible corporate bonds to unspecified objects. The board of directors of the company further clarified the specific plan for the company to issue convertible corporate bonds to unspecified objects in accordance with the authorization of the company’s 2020 annual general meeting of shareholders.
After verification, This time, the company further clarified that the specific plan for issuing convertible corporate bonds to unspecified objects complies with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation) According to the provisions of laws, regulations and normative documents, the scheme is feasible, conducive to improving the company’s core competitiveness and sustainable profitability, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of minority shareholders.
Therefore, we agree to further clarify the specific plan for the company to issue convertible corporate bonds to unspecified objects.
2、 Independent opinions on the listing of convertible corporate bonds issued by the company to unspecified objects
According to the authorization of the company’s 2020 annual general meeting of shareholders, the board of directors of the company will handle matters related to the listing of convertible bonds in Shenzhen Stock Exchange after the issuance of convertible bonds, and authorize the chairman or his designated authorized agent to handle specific matters.
Upon examination, the matter 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), the interests of the company and all shareholders, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders.
Therefore, we unanimously agree that the company issues convertible corporate bonds to unspecified objects for listing. 3、 Independent opinions on opening a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing a supervision agreement for raising funds
The company opened a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signed a fund-raising supervision agreement, which complies with the relevant provisions of the stock listing rules, the guidelines for self-discipline supervision, and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, It can regulate the management, storage and use of the funds raised by the company by issuing convertible corporate bonds to unspecified objects, and effectively protect the legitimate rights and interests of investors.
Therefore, we unanimously agree to open a special account for raising funds by issuing convertible corporate bonds to unspecified objects and sign the supervision agreement for raising funds.
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(there is no text on this page, which is the signature page of Poco Holding Co.Ltd(300811) independent directors’ independent opinions on matters related to the fifth meeting of the third board of directors) independent directors:
Yi Zhihong, Li Yin, Xie Chunxiao
Time: March 8, 2022
