Beijing Hezong Science&Technology Co.Ltd(300477)
Beijing Hezong Science&Technology Co.Ltd(300477)
Independent directors’ independent opinions on matters related to the third meeting of the sixth board of directors of the company are in accordance with relevant laws and regulations such as the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies, and Beijing Hezong Science&Technology Co.Ltd(300477) (hereinafter referred to as “the company”) independent director system In accordance with the relevant provisions of the rules and regulations, as an independent director of the company, based on the attitude of being responsible to the company and all shareholders and the position of independent judgment, we express the following independent opinions on the relevant matters considered at the third meeting of the sixth board of directors of the company:
1、 Independent opinions on the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2022 for the first time
After examination, we believe that the first grant date of the company’s restricted stock incentive plan in 2022 complies with the administrative measures for equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and other laws and regulations, as well as the relevant provisions on the grant date in Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft), At the same time, this grant also complies with the provisions of the incentive plan on the conditions for the incentive object to be granted restricted shares. The subject qualification of the incentive object first granted by the restricted stock incentive plan in 2022 is legal and effective, and the conditions for the incentive object to be granted restricted shares have been met.
To sum up, we unanimously agree to take March 21, 2022 as the first grant date of the restricted stock incentive plan in 2022, and agree to grant 21.43 million class II restricted shares to 134 incentive objects who meet the grant conditions at 6.26 yuan / share.
2、 Independent opinions on the proposal on the prediction of comprehensive credit line applied by the company and its subsidiaries to financial institutions and the prediction of guarantee line provided to subsidiaries
We believe that the credit and guarantee line of the company and its wholly-owned (holding) subsidiaries in 2022 is expected to be based on the business development needs of the company and its wholly-owned (holding) subsidiaries. The guaranteed is the company and its wholly-owned (holding) subsidiaries within the scope of consolidated statements. The company can effectively monitor and manage the production and operation of its wholly-owned (holding) subsidiaries and ensure that the funds within the line will not be abused and repaid in time. This time, the guaranteed company is in good operation, stable financial condition, has the ability to repay debts, and the financial risk is within the scope of effective control. The company provides joint and several liability guarantee for it, which will not damage the interests of the company and shareholders, especially small and medium-sized shareholders. This guarantee meets the actual business needs of the company and will not adversely affect the normal operation and business development of the company. The guarantee contents and decision-making procedures of this guarantee comply with the requirements of relevant laws, regulations and systems such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem, the articles of association and the measures for the administration of external guarantees. Therefore, the independent directors of the company unanimously agreed that the company and its wholly-owned (holding) subsidiaries applied to the bank for credit and guarantee line in 2022.
3、 Independent opinions on the proposal on capital increase and share expansion of holding subsidiaries and related party transactions
The capital increase and share expansion and related party transactions of the company’s holding subsidiary Hunan Yacheng new materials Co., Ltd. (hereinafter referred to as “Hunan Yacheng”) are in line with the company’s strategic layout and development plan, conducive to enhancing the company’s capital strength, and establishing a mechanism for operation and management team, key employees and the company to share interests and risks. The pricing of this transaction is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. The internal approval procedures of the company have been fulfilled, and the related directors have avoided voting, which is in line with relevant laws and regulations and the articles of association. Therefore, the independent directors unanimously agreed on the capital increase and share expansion and related party transactions of Hunan Yacheng, the holding subsidiary of the company.
4、 Independent opinions on the proposal on foreign investment of Sun Corporation
The company will further promote the scale of Guizhou qianya new battery materials Co., Ltd. (hereinafter referred to as qianya new battery materials Co., Ltd.) and promote the leading position of Guizhou qianya new battery technology Co., Ltd. in the field of lithium battery manufacturing. The deliberation and decision-making procedures are legal and effective, comply with the requirements of relevant laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies, and the relevant provisions of the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the majority of minority shareholders. Therefore, the independent directors unanimously agreed on the foreign investment of Guizhou yayou, a subsidiary of the company.
independent director:
Liu Songyuan, Liu Guangchao, Zhang Ning
specific date
