Independent directors about
Independent opinions on relevant matters of the 49th meeting of the 8th board of directors
As an independent director of New Hope Liuhe Co.Ltd(000876) (hereinafter referred to as “the company”), we express the following independent opinions on the relevant matters of the 49th meeting of the eighth board of directors of the company in accordance with the requirements of normative documents such as the governance standards of listed companies and the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC:
1、 Independent opinions on early termination of share repurchase
Since 2021, the company has encountered periodic challenges and difficulties. In order to ensure the stable operation of the company and achieve healthy development, the company gives priority to investing funds in the daily operation of the company in combination with capital needs. The company plans to terminate the implementation of this share repurchase. When the company plans to make a non-public offering of shares, the board of directors of the company shall consider and terminate the repurchase of shares of the company in accordance with the authorization of the general meeting of shareholders.
The termination of the repurchase of the company’s shares complies with relevant laws, regulations and the articles of association. The board of directors has performed necessary procedures when considering relevant proposals. This matter will not have an adverse impact on the company and small and medium-sized investors, and will not damage the legitimate rights and interests of all shareholders. We agree to terminate the share repurchase and submit it to the general meeting of shareholders for deliberation.
2、 Independent opinions on non-public offering of shares
After carefully reviewing the relevant materials of the non-public offering of shares, and after careful analysis, we express the following independent opinions:
1. Independent opinions on the company’s compliance with the conditions for non-public offering of shares
We believe that the company complies with the relevant provisions on non-public offering of shares in the current laws, regulations and normative documents, and has the conditions for non-public offering of shares.
2. Independent opinions on the company’s non-public offering plan
We believe that the company’s non-public offering plan is reasonable and in line with relevant laws, regulations and normative documents, and agree to the company’s non-public offering plan.
3. Independent opinions on the company’s non-public offering plan
We believe that the contents of the company’s non-public offering plan are true, accurate and complete, and there are no false records, misleading statements or major omissions. We agree with the company’s non-public offering plan.
4. Independent opinions on the feasibility analysis report on the use of funds raised by the company’s non-public offering of shares
We believe that the investment project raised by this non-public offering is in line with relevant national industrial policies and the actual operation of the company, as well as the development direction of the company’s overall strategy, which is conducive to enhancing the company’s sustainable operation ability, improving the overall profitability of the listed company, and in line with the long-term interests of the company and all shareholders.
5. Independent opinions on the report on the use of the company’s previously raised funds
We believe that the deposit and use of the company’s previously raised funds comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, meet the company’s specific requirements on the use and management of raised funds, and there is no illegal use.
6. Independent opinions 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
We believe that according to the requirements of relevant laws, regulations, rules and other normative documents, the company has analyzed the impact of this non-public offering on the dilution of immediate return and put forward specific and feasible measures to fill the return. The company’s analysis on the impact of non-public offering of shares on dilution of immediate returns and relevant measures to fill returns comply with the requirements of relevant laws, regulations and normative documents issued by the CSRC, and are in line with the interests of the company and all shareholders. The commitment of the directors, senior managers, actual controllers, controlling shareholders and persons acting in concert of the company to ensure that the non-public offering of shares to fill the diluted immediate return measures can be effectively fulfilled conforms to the relevant provisions of the CSRC and the actual situation of the company, and can effectively reduce the dilution impact of the non-public offering of shares on the immediate return of the company, Prevent the risk of dilution of shareholders’ immediate return and ensure the company’s sustainable return ability.
7. Independent opinions on the signing of a conditional share subscription agreement between the company and the subscription object
We believe that the conditional share subscription agreement signed between the company and Nanfang Hope Industrial Co., Ltd. is signed on the basis of equality and negotiation, in line with the provisions of relevant laws, regulations, rules and other normative documents, and there is no situation that damages the interests of the company and shareholders.
8. With regard to the independent opinion that the company’s non-public offering of shares involves related party transactions, we believe that the subscription of the company’s non-public offering of shares by Nanfang Hope Industrial Co., Ltd. complies with the provisions of the company law, the securities law, other laws, regulations, normative documents and the articles of Association. The above related party transactions are fair, fair and open, The transaction pricing is reasonable and fair, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
9. Independent opinions on the shareholder dividend return plan for the next three years (2022-2024)
The proposal on the company’s shareholder dividend return planning for the next three years (2022-2024) focuses on long-term and sustainable development, and comprehensively considers the company’s strategic development planning, industry development trend, the company’s current and future profit scale, development stage, shareholder requirements and wishes, social capital cost, external financing environment and other factors, Establish a sustainable, stable and scientific return plan and mechanism for investors, ensure the continuity and stability of profit distribution policies, comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal of the company’s shareholder dividend return plan for the next three years (2022-2024). The convening, convening and voting procedures and methods of the board meeting of the company comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the matters related to this non-public offering.
3、 Independent opinions on the appointment of senior managers
We have carefully reviewed the personal resume, work resume and other relevant materials of Ms. Huang Kun, the human resources director appointed by the company, and found no violation of the relevant provisions of the company law and the Securities Law on the appointment of senior managers of listed companies, nor has she been determined as a market prohibited person by the CSRC and is still in the prohibited period. Ms. Huang Kun has not been punished by the CSRC and other relevant departments or the stock exchange, and there is no situation specified in article 3.2.3 of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange.
The candidates for the above senior managers meet the requirements for the qualifications of senior managers in normative documents such as the stock listing rules of Shenzhen Stock Exchange. The qualifications and employment procedures of the employed personnel are legal and compliant, and do not damage the legitimate rights and interests of the company and shareholders.
Therefore, we agree to appoint Ms. Huang Kun as the company’s human resources director.
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(there is no text on this page, which is the signature page of New Hope Liuhe Co.Ltd(000876) independent directors’ independent 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
