New Hope Liuhe Co.Ltd(000876) board of supervisors
Review opinions on relevant matters of the 27th meeting of the 8th board of supervisors of the company
1、 Audit opinions on matters related to the company’s non-public offering of shares
In accordance with the requirements of relevant laws, regulations and normative documents such as the securities law, the guidelines for the governance of listed companies and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the board of supervisors and all members of the company, after carefully reviewing the materials related to the non-public offering of shares, consider that:
(i) The company complies with the relevant provisions on non-public offering of shares in the current laws and regulations and normative documents, and has the conditions for non-public offering of shares.
（2） The preparation of the company’s non-public offering plan is reasonable and in line with the provisions of relevant laws, regulations and normative documents.
（3） 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.
（4） The investment project raised by this non-public offering of shares conforms to relevant national industrial policies and the actual operation of the company, conforms to the overall strategic development direction of the company, is conducive to enhancing the sustainable operation ability of the company, improving the overall profitability of the listed company, and is in line with the long-term interests of the company and all shareholders.
（5） The deposit and use of the company’s previously raised funds comply with the relevant provisions of the CSRC 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） 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） 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） The subscription of the company’s non-public offering 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, and the transaction pricing is reasonable and fair, which is in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
To sum up: we agree to the matters related to this non-public offering.
(no text below)
(there is no text on this page, which is only the signature page of New Hope Liuhe Co.Ltd(000876) board of supervisors’ review opinions on matters related to the 27th meeting of the eighth board of supervisors) supervisor (signature):
New Hope Liuhe Co.Ltd(000876) board of supervisors
January 5, 2002
