Shanghai Yaoji Technology Co.Ltd(002605) the documents of the 30th session of the 5th board of directors and opinions of independent directors
Shanghai Yaoji Technology Co.Ltd(002605) independent director
Independent opinions on relevant matters of the 30th meeting of the 5th board of directors of the company
In accordance 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), the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations In accordance with the provisions of the articles of association and the articles of association of the company (hereinafter referred to as the "articles of association"), we are responsible for the work of all shareholders as independent directors (hereinafter referred to as the "independent directors"), We hereby express the following independent opinions on the relevant matters considered at the 30th meeting of the Fifth Board of directors of the company: I. proposal on adjusting the company's plan for public issuance of convertible corporate bonds
After reviewing the proposal on adjusting the scheme of the company's public offering of convertible corporate bonds, we believe that the adjusted scheme of convertible corporate bonds of the company complies with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws, regulations and normative documents, and the content is practical, In line with the current market environment, the actual situation of the company and the requirements of the development strategy, the relevant review procedures are legal and compliant, and there is no damage to the interests of the company and all shareholders. Therefore, we unanimously agree on the contents of the motion.
2、 Proposal on Shanghai Yaoji Technology Co.Ltd(002605) 2021 annual plan for public issuance of convertible corporate bonds (Revised Version)
The plan for public issuance of convertible corporate bonds in Shanghai Yaoji Technology Co.Ltd(002605) 2021 (Revised Version) prepared by the company for this public issuance of convertible corporate bonds comprehensively considers the current situation and development trend of the industry, the current situation and actual situation of the company. The plan does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The revised plan for public issuance of convertible corporate bonds is conducive to the continuation and implementation of the company's long-term strategic decision, enhance the company's core competitiveness and meet the interests of the company and all shareholders. To sum up, we unanimously agree to the plan for public issuance of convertible corporate bonds (Revised Version).
3、 Proposal on the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds in Shanghai Yaoji Technology Co.Ltd(002605) 2021 (Revised Version)
After reviewing the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds in Shanghai Yaoji Technology Co.Ltd(002605) 2021 (Revised Version), it comprehensively raised funds by public issuance of convertible bonds
Shanghai Yaoji Technology Co.Ltd(002605) the documents of the 30th session of the 5th board of directors and opinions of independent directors
The feasibility of the gold investment project and its impact on the company's financial situation, asset liability structure, profitability and financing ability are fully analyzed, which meets the requirements of relevant laws, regulations, normative documents and the actual situation of the company. Through this public offering of convertible corporate bonds, it is conducive to enhance the company's sustainable profitability and market competitiveness, in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. To sum up, we unanimously agree to the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds in Shanghai Yaoji Technology Co.Ltd(002605) 2021 (Revised Draft).
4、 Proposal on the impact of public issuance of convertible corporate bonds on diluting the immediate return and the measures taken by the company (Revised Draft)
After reviewing the proposal on the impact of public issuance of convertible corporate bonds on diluted immediate return and the measures taken by the company (Revised Draft), we believe that the company has revised the impact of diluted immediate return according to the adjusted plan for public issuance of convertible corporate bonds. The company's analysis of the impact of this public offering of convertible corporate bonds on the dilution of immediate return and the measures to fill the return are in line with the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The relevant provisions of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), Meet the requirements of the company's actual operation and sustainable development, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree on the contents of the motion. It is hereby explained!
Shanghai Yaoji Technology Co.Ltd(002605) the documents of the 30th session of the 5th board of directors and opinions of independent directors
(there is no text on this page, which is the signature page of opinions of independent directors at the 30th meeting of Shanghai Yaoji Technology Co.Ltd(002605) the Fifth Board of directors) signature of independent director:
Li Shigang, Tang Songlian, Chen Lin
March 16, 2022
