Shenzhen Hongtao Group Co.Ltd(002325)
Opinions of independent directors on matters related to the 25th meeting of the Fifth Board of directors
separate opinion
In accordance with the provisions of relevant rules and regulations such as the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, we, as independent directors of Shenzhen Hongtao Group Co.Ltd(002325) (hereinafter referred to as the "company"), with a serious and responsible attitude, After consulting the relevant materials and information provided by the company, we hereby express the following independent opinions on the relevant matters considered at the 25th meeting of the Fifth Board of directors of the company:
1、 Independent opinions on the appointment of senior managers
After reviewing the information of the senior managers, we believe that the senior managers appointed this time have the qualifications corresponding to the exercise of their functions and powers, and there is no case that they are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted; Not punished by the CSRC and other relevant departments or Shenzhen Stock Exchange; There is no situation that the company law and the articles of association stipulate that they are not allowed to serve as senior managers of the company; His qualifications meet the provisions of relevant laws and regulations and the articles of association, and he is competent for the responsibilities of the position he is employed.
The procedures for the nomination and appointment of senior managers of the company comply with the relevant provisions of the company law and the articles of association, and are legal and effective.
2、 Independent opinions on changing the purpose of raised funds and permanently replenishing working capital
This change in the purpose of raised funds and permanent replenishment of working capital is a prudent decision made according to the actual situation of the company, which is conducive to improving the use efficiency of raised funds and meets the needs of the company's operation and development. This matter has fulfilled the necessary decision-making procedures, It complies with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the company's fund-raising management system, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The procedures of the board of directors of the company to consider this matter comply with relevant regulations.
Therefore, we unanimously agree that the company will change the purpose of the raised funds and permanently supplement the working capital, and agree to submit this proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(there is no text on this page, which is the signature page of Shenzhen Hongtao Group Co.Ltd(002325) independent directors' independent opinions on matters related to the 25th meeting of the Fifth Board of directors) signature of independent directors:
Lai Yuzhen, Zhao Qingxiang, Chi Chaofu
Date: March 9, 2022
