Independent directors’ opinions on the 49th meeting of the 8th board of directors of the company
Prior approval opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the working system of independent directors of the company, we, as independent directors of New Hope Liuhe Co.Ltd(000876) (hereinafter referred to as “the company”), are, Express the following prior approval opinions on the following matters to be considered at the 49th meeting of the eighth board of directors of the company:
1、 Prior approval opinions on non-public offering of shares:
We have conducted a prior review of the company’s proposal on non-public offering of shares. The company has communicated with us in advance on the relevant contents of the proposal. We have listened to the reports of relevant personnel, reviewed relevant materials, and expressed the following opinions:
1. The proposal on the company’s compliance with the conditions for non-public offering of shares, the proposal on the company’s non-public offering of shares, the proposal on the company’s non-public offering of shares, the proposal on the company’s non-public offering of shares, the proposal on the report on the use of the company’s previously raised funds submitted to the board of directors for deliberation The proposal on the feasibility analysis report on the use of the funds raised by non-public development banks, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance, the proposal on the risk of diluting the immediate return of the funds raised by the company’s non-public offering of shares and the filling measures and commitments The proposal on signing a conditional share subscription agreement between the company and the subscribers, the proposal on related party transactions involving the company’s non-public Development Bank shares, the proposal on establishing a special account for the raised funds of the non-public Development Bank and other relevant proposals have been approved by us in advance before being submitted to the board of directors for deliberation.
2. The issuing object of this non-public offering is Nanfang Hope Industrial Co., Ltd., which is controlled by Mr. Liu Yonghao, the actual controller of the listed company, and is the related party of the listed company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the company’s non-public offering of shares to Nanfang hope industry Co., Ltd. constitutes a connected transaction. When the board of Directors considers related party transactions, related directors need to avoid voting. Related shareholders New Hope Liuhe Co.Ltd(000876) Group Co., Ltd. and southern Hope Industrial Co., Ltd. also need to avoid voting when the proposal related to the non-public offering of shares is submitted to the general meeting of shareholders for deliberation. The review procedures of connected transactions shall comply with the provisions of relevant laws, regulations, rules and other normative documents.
3. The proposals related to related party transactions involved in the non-public offering of shares comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies and other relevant laws and regulations, as well as the provisions of normative documents issued by the CSRC.
In conclusion, we agree to submit the proposal on the signing of conditional and effective share subscription agreement between the company and the subscription object, the proposal on related party transactions involving the non-public development of shares of the company and the above-mentioned other proposals related to non-public offering of shares to the 49th meeting of the eighth board of directors of the company for deliberation.
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(there is no text on this page, which is only the signature page of New Hope Liuhe Co.Ltd(000876) independent directors’ prior approval opinions on matters related to the 49th meeting of the eighth board of directors of the company) independent director (signature):
Chen Huanchun
Cai Manli
Deng Feng
January 5, 2002
