Wenzhou Yihua Connector Co.Ltd(002897) opinions of independent directors
Wenzhou Yihua Connector Co.Ltd(002897)
Independent directors’ opinions on relevant matters of the second meeting of the Fourth Board of directors
Independent opinion of
In accordance 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, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the Wenzhou Yihua Connector Co.Ltd(002897) articles of association and other relevant laws and regulations, As an independent director of Wenzhou Yihua Connector Co.Ltd(002897) (hereinafter referred to as “the company”), in a serious and responsible manner, through a detailed understanding of the relevant situation and based on independent judgment, we express the following independent opinions on the proposals considered at the second meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the company’s compliance with the conditions for non-public offering of shares
We have carefully reviewed the proposal on the company’s compliance with the conditions for non-public development of shares submitted by the board of directors of the company. In accordance with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance by listed companies, we have checked the relevant matters of the company item by item against the qualifications and relevant conditions for non-public issuance of shares by listed companies. We believe that the company meets the qualifications and conditions for non-public issuance of shares to specific objects. At the same time, when the board of directors of the company deliberates the above proposals, The decision-making procedure shall comply with the provisions of relevant laws, regulations and the articles of association. We agree to submit the proposal to the shareholders’ meeting for deliberation.
2、 Independent opinions on the company’s plan and plan for non-public offering of A-Shares in 2022
We have carefully reviewed the proposal on the company’s non-public development of A-Shares in 2022 and the proposal on
< Wenzhou Yihua Connector Co.Ltd(002897) 2022 年度非公开发行 A股股票预案>
That the company’s plan for this non-public offering of shares is feasible. This issuance is conducive to enhancing the company’s sustainable profitability, is in line with the company’s development strategy and the interests of shareholders, and does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. When the board of directors deliberated the above proposals, the decision-making procedures were in line with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the relevant matters of the non-public offering plan and plan, and agree to submit the above proposal to the general meeting of shareholders for deliberation.
Wenzhou Yihua Connector Co.Ltd(002897) opinions of independent directors
3、 Independent opinions on the feasibility analysis report on the use of funds raised by non-public offering of shares
The feasibility analysis report on the use of funds raised by A-share non-public development banks in Wenzhou Yihua Connector Co.Ltd(002897) 2022 prepared by the board of directors analyzes the feasibility of the use of funds raised. The purpose of the raised funds is in line with the provisions of relevant national policies, the actual situation and development needs of the company, the current situation and development trend of the company’s industry, the long-term development objectives of the company and the interests of shareholders. We agree to the feasibility analysis report on the use of the funds raised by the non-public offering of shares, and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the special report on the use of the previously raised funds
After careful review, the
< Wenzhou Yihua Connector Co.Ltd(002897) 前次募集资金使用情况的专项报告>
We believe that the company strictly abides by the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the deposit and use of raised funds, the disclosed use of raised funds is true, accurate and complete, and there is no violation of the deposit and use of raised funds. We unanimously agree on the contents of the special report on the use of Wenzhou Yihua Connector Co.Ltd(002897) previously raised funds and agree to submit the proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on the measures to fill the diluted immediate return after the company’s non-public issuance of A-Shares in 2022 and the commitments of relevant subjects
According to the relevant provisions of the guidance on matters related to the diluted immediate return of initial public offering and refinancing and major asset restructuring (CSRC announcement [2015] No. 31) and other documents issued by the CSRC, the company analyzed the impact of the diluted immediate return of this non-public offering on the company’s financial indicators and put forward specific measures to fill the return, In addition, the relevant subjects have made relevant commitments to the effective implementation of the company’s filling return measures, which is in line with the relevant provisions of the guiding opinions on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return issued by the CSRC. There is no damage to the interests of the company and small and medium-sized shareholders, and agree to submit the relevant proposals to the general meeting of shareholders for deliberation.
6、 Independent opinions on the planning of shareholders’ dividend return in the next three years (2022-2024)
In accordance with the requirements of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and in combination with the company’s own situation, the board of directors of the company formulated the Wenzhou Yihua Connector Co.Ltd(002897) plan for shareholders’ dividend return in the next three years (2022-2024). The plan not only attaches importance to the reasonable investment return of investors,
Wenzhou Yihua Connector Co.Ltd(002897) opinions of independent directors
It also takes into account the sustainable development of the company, which is in line with the interests of listed companies and all shareholders. We agree to submit the relevant proposals of Wenzhou Yihua Connector Co.Ltd(002897) plan for shareholders’ dividend return in the next three years (2022-2024) to the general meeting of shareholders of the company for deliberation.
To sum up, the proposal related to the company’s non-public offering of shares was considered and adopted at the second meeting of the Fourth Board of directors. The convening, convening and voting procedures of the board meeting comply with the provisions of relevant laws, regulations and the articles of association. We agree to submit the proposals related to the non-public offering of shares to the general meeting of shareholders of the company for deliberation. The relevant proposals can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC. (there is no text below, and the signature page is attached)
Wenzhou Yihua Connector Co.Ltd(002897) opinions of independent directors
(there is no text on this page, which is the signature page of Wenzhou Yihua Connector Co.Ltd(002897) independent directors’ independent opinions on matters related to the second meeting of the Fourth Board of directors)
Wang Qi, Shi Xiaoxia, Zheng Jinwei
