Ningbo Zhenyu Technology Co.Ltd(300953) independent directors’ prior approval opinions on matters related to the fourth meeting of the Fourth Board of directors are in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies and the Listing Rules of Shenzhen Stock Exchange gem shares (revised in December 2020) As an independent director of Ningbo Zhenyu Technology Co.Ltd(300953) (hereinafter referred to as the “company”), we are in a serious, rigorous and responsible attitude, The company has conducted a pre audit on the relevant matters to be considered at the fourth meeting of the Fourth Board of directors and expressed the following opinions:
The proposal on the company’s compliance with the conditions for issuing shares to specific objects, the proposal on the company’s plan for issuing shares to specific objects, the proposal on the company’s plan for issuing shares to specific objects, the demonstration and analysis report on the scheme for issuing shares to specific objects in 2022 and the feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2022 submitted to the board of directors for deliberation Analysis on the effect of the proposal on the issuance of shares to specific objects and the issuance of shares to specific objects of the company The company has communicated with us in advance, and we have listened to the reports of relevant personnel and reviewed relevant materials before submitting them to the board of directors for deliberation, All have been approved by us in advance. 1. The company complies with the provisions on issuing shares to specific objects and listing on the gem, and has the qualifications and conditions for issuing shares to specific objects and listing on the gem. The company’s issuance plan and plan comply with the provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation). The plan is reasonable and feasible, There are no circumstances that harm the interests of the company and other shareholders.
2. The demonstration and analysis report of the company’s issuance plan and the feasibility analysis report on the use of raised funds fully demonstrate the necessity and feasibility of this issuance. This issuance is in line with the development trend of the company’s industry and the actual situation of the company. The investment projects of raised funds are in line with relevant national industrial policies and the company’s overall strategic development plan, which is conducive to enhancing the company’s sustainable profitability and market competitiveness, It 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.
3. The issuing objects of the shares issued to specific objects include Mr. Jiang Zhenlin, the actual controller of the company, and Ningbo Zhenyu new energy Co., Ltd., which is controlled by him. The subscription objects are subscribed in cash. This issuance of shares to specific objects constitutes a connected transaction. According to the company’s plan to issue shares to specific objects this time and the contents of the share subscription agreement with conditional effect signed by the company with Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd., we believe that the issuance of shares to specific objects follows the principles of openness, fairness and impartiality, and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders.
4. The issuing objects of the shares issued to specific objects include Jiang Zhenlin, the actual controller of the company, and Ningbo Zhenyu new energy Co., Ltd., which is controlled by the company. The subscription objects are subscribed in cash. This issuance of shares to specific objects constitutes a connected transaction. The pricing of the shares issued to specific objects complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and the detailed rules for the implementation of non-public development of shares by listed companies. The pricing mechanism is fair and does not damage the interests of the company and other shareholders, especially small and medium-sized shareholders.
5. The company analyzed the impact of the issuance of shares to specific objects on the main financial indicators and the impact on the diluted immediate return after the completion of the issuance, and put forward specific measures to fill the immediate return. The controlling shareholders, actual controllers, directors, senior managers and other relevant subjects made commitments to the practical implementation of the measures to fill the immediate return, and the relevant measures and commitments to fill the immediate return are practical, In line with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) The requirements of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other documents.
6. According to the measures for the administration of the acquisition of listed companies issued by the China Securities Regulatory Commission, if the shares with interests in a listed company reach or exceed 50% of the issued shares of the company, continuing to increase their interests in the company will not affect the listing position of the company, and investors can be exempted from making offers. Jiang Zhenlin and his controlled Ningbo Zhenyu new energy Co., Ltd. plan to subscribe for the company’s shares issued to specific objects in cash. Jiang Zhenlin and Hong Ruidi, the actual controllers of the company, directly hold 31.52% and 14.16% of the shares of the company respectively, accounting for 45.68% of the total share capital of the company before issuance; Juxin investment controlled by Mr. Jiang Zhenlin holds 5.35% of the shares of the company; Therefore, Mr. Jiang Zhenlin and Ms. Hong Ruidi jointly control 51.03% of the voting shares of the company through direct and indirect shareholding. The subscription object is Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd. controlled by him. After the issuance, the actual controllers Jiang Zhenlin and Hong Ruidi still hold more than 50% of the company, so they can be exempted from making an offer.
In conclusion, we believe that the company agrees to submit the above matters to the fourth meeting of the Fourth Board of directors for deliberation. The above matters comply with relevant proposals, relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders.
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Independent director: Bei Hongjun
Independent director: you Tinghui
Independent director: Qin Ke
