The independent directors’ opinions on matters related to the ninth meeting of the second board of directors are in accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the articles of association of China Railway High-Speed Electrification Equipment Corporation Limited(688285) and the working system of China Railway High-Speed Electrification Equipment Corporation Limited(688285) independent directors and other relevant laws, regulations and rules, As an independent director of China Railway High-Speed Electrification Equipment Corporation Limited(688285) (hereinafter referred to as “the company”), with a serious, rigorous and responsible attitude, we express the following independent opinions on the relevant proposals considered at the ninth meeting of the second board of directors held on December 30, 2021: I. proposal on the expected daily connected transactions of the company in 2022
The daily connected transactions between the company and related parties in 2022 are expected to be conducted based on the principles of fairness and voluntariness, and there is no violation of laws and regulations, the articles of association and relevant systems; It is expected that the pricing of daily connected transactions is reasonable and fair, and there is no behavior damaging the interests of the company and all shareholders, especially minority shareholders; Such related party transactions belong to the normal business of the company, are conducive to the business development of the company, are in line with the interests of the company and all shareholders, will not have a significant adverse impact on the financial status and operating results of the company, and the main business of the company will not form a significant dependence on related parties due to such transactions; When the board of directors deliberated the proposal, the related directors have avoided voting, and the deliberation procedures comply with the provisions of relevant laws and regulations and the articles of association. Therefore, all independent directors unanimously agreed on the transaction matters involved in the company’s proposal on the estimated amount of daily connected transactions in 2022, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Proposal on using raised funds to replace pre invested raised investment projects and self raised funds with paid issuance expenses
The time for the company to use the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses is less than six months from the arrival time of the raised funds, In addition, Daxin Certified Public Accountants (special general partnership) has issued the audit report on China Railway High-Speed Electrification Equipment Corporation Limited(688285) replacing self raised funds invested in raised investment projects in advance and paid issuance expenses with raised funds (Daxin zhuanshen Zi [2021] No. 1-10669), Comply with the provisions of relevant laws, regulations and other normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the measures for the management of raised funds by listed companies of Shanghai Stock Exchange (revised in 2013), and the contents and review procedures are legal and compliant. The exchange of raised funds does not conflict with the implementation plan of the raised investment project, does not affect the normal implementation of the raised investment project, and there is no change or disguised change in the purpose of the raised funds and damage to the interests of shareholders. It is agreed that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses. 3、 Proposal on using part of the raised funds to provide loans to holding subsidiaries to implement raised investment projects
The independent directors believe that the loan provided to the holding subsidiaries is carried out for the construction of raised investment projects, which is conducive to meeting the capital needs of raised investment projects, reducing project financing costs and ensuring the smooth implementation of raised investment projects. After the completion of this loan, baodeli’s capital strength and operating ability will be further improved, which will contribute to the company’s business development and long-term planning and meet the interests of the company and all shareholders. During the period when the company provides loans to its holding subsidiaries, it has control over its production, operation and management activities, the financial risk is very small and within the controllable range, and the possibility of bad debts caused by loans is very small.
Baodeli has opened a special account for raised funds and signed a tripartite supervision agreement on raised funds with the sponsor and the deposit bank as required to ensure the effective implementation of the supervision of raised funds. Therefore, all independent directors unanimously agree that the company will use part of the raised funds to provide loans to its holding subsidiaries to implement the raised investment projects. 4、 Proposal on using part of temporarily idle raised funds for cash management
The company’s use of idle raised funds with a maximum amount of no more than RMB 470 million (including this amount) for cash management is carried out on the premise of ensuring the funds required by the company’s raised funds for investment projects and ensuring the safety of the raised funds, which helps to improve the use efficiency of funds and increase the company’s investment income, which is in line with the interests of the company and all shareholders, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the company’s management system for raised funds, The necessary review procedures have been performed, which will not affect the normal turnover needs of the company’s daily funds and the normal operation of raised investment projects, the normal development of the company’s main business, or change the investment direction of raised funds in a disguised manner and damage the interests of the company and shareholders. It is agreed that the company will use the temporarily idle raised funds with a maximum amount of no more than RMB 470 million (including this amount) for cash management. 5、 Proposal on appointment of deputy general manager of the company
After careful examination of Mr. Feng Delin’s educational background and work experience, it is not found that Mr. Feng Delin is not allowed to serve as a senior manager of a listed company as stipulated in the company law and the articles of association, and there is no case that he is determined as a market prohibited person by the CSRC and the prohibition has not been lifted, Nor are there any other circumstances under which he may not serve as a senior manager of a listed company. According to his educational background, working experience, professional ability and professional quality, we believe that Mr. Feng Delin meets the qualifications and conditions for serving as senior managers of listed companies stipulated by relevant laws, administrative regulations and China Securities Regulatory Commission and Shanghai Stock Exchange, has the professional knowledge, performance ability and qualification to serve as Deputy general manager of the company, and is competent for his post responsibilities. Meanwhile, the relevant procedures for the appointment of the company’s deputy general manager comply with relevant laws, regulations and the articles of association. It is agreed that the board of directors shall appoint Mr. Feng Delin as the deputy general manager of the company. 6、 Proposal on appointment of chief accountant of the company
After careful examination of Mr. Wang XUCE’s educational background and work experience, it is not found that Mr. Wang XUCE is not allowed to serve as a senior manager of a listed company as stipulated in the company law and the articles of association, and there is no case that Mr. Wang XUCE is determined as a market prohibited person by the CSRC and the prohibition has not been lifted, Nor are there any other circumstances under which he may not serve as a senior manager of a listed company. According to his educational background, working experience, professional ability and professional quality, we believe that Mr. Wang XUCE meets the qualifications and conditions for serving as senior managers of listed companies stipulated by relevant laws, administrative regulations and China Securities Regulatory Commission and Shanghai Stock Exchange, has the professional knowledge, performance ability and qualification to serve as the chief accountant of the company, and is competent for his post responsibilities. Meanwhile, the relevant procedures for the appointment of the company’s chief accountant comply with relevant laws, regulations and the articles of association. It is agreed that the board of directors shall appoint Mr. Wang XUCE as the chief accountant of the company. 7、 Proposal on nominating independent directors of the company
Mr. Xu Binghui has the qualifications and conditions to serve as an independent director of a listed company, has the ability to perform his duties, and has not found any situation prohibited by relevant laws and regulations, and has not been identified as a market prohibited person by the CSRC and has not been lifted. The procedures for nominating independent director candidates this time comply with the relevant provisions of laws and regulations and the articles of association. The voting procedures of the board of directors are legal and effective. It is agreed that the board of directors nominate Mr. Xu Binghui as the independent director candidate of the second board of directors of the company, and it is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. 8、 Proposal on purchasing liability insurance for the company and the directors, supervisors and senior management
The company purchases liability insurance for all directors, supervisors and senior managers, which is conducive to promoting the compliance performance of relevant responsible persons and reducing possible risks or losses during the performance of their duties; Help to improve the company’s risk management system and promote the development of the company; It helps to protect the rights and interests of the company and investors, and there is no damage to the interests of shareholders, especially the interests of minority shareholders. All independent directors agreed that the company would purchase liability insurance for directors, supervisors and senior managers, and agreed to submit the proposal to the general meeting of shareholders for deliberation.
Independent directors: Goldway, Yang Weiqiao and Fang Kun December 30, 2021 (no text below)
(there is no text on this page, which is the signature page of China Railway High-Speed Electrification Equipment Corporation Limited(688285) independent directors on the opinions of independent directors at the ninth meeting of the second board of directors)
Godway
December 30, 2021 (there is no text on this page, which is the signature page of China Railway High-Speed Electrification Equipment Corporation Limited(688285) independent directors on the opinions of independent directors at the ninth meeting of the second board of directors)
Yang Weiqiao
December 30, 2021 (there is no text on this page, which is the signature page of China Railway High-Speed Electrification Equipment Corporation Limited(688285) independent directors on the opinions of independent directors at the ninth meeting of the second board of directors)
Fang Kun
December 30, 2021
