Chengxin Lithium Group Co.Ltd(002240) independent director
Independent opinions on matters related to the 33rd meeting of the seventh board of directors, in accordance with the rules for independent directors of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standard operation of listed companies on the main board, the Chengxin Lithium Group Co.Ltd(002240) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, As an independent director of Chengxin Lithium Group Co.Ltd(002240) (hereinafter referred to as “the company”), based on the position and attitude of seeking truth from facts and independent judgment, we have verified the relevant matters of the 33rd meeting of the seventh board of directors of the company, and now express the following independent opinions:
1、 Independent opinions on the company’s compliance with the conditions for non-public offering of shares
In accordance with the provisions of 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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, after careful self-examination and demonstration of the actual situation and relevant matters of the company according to the qualifications and relevant conditions of non-public offering of shares by listed companies, It is believed that the company has the qualification and conditions for non-public offering of shares.
Therefore, we unanimously agree on this matter and agree to submit it to the first (extraordinary) general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the company’s non-public offering plan
The non-public offering plan of the company complies with the provisions of 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 detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws and regulations; The non-public offering plan covers such basic matters as the type and par value of the shares issued, the issuing method and time, the pricing principle, the pricing base date and the issuing price, the number of shares issued, the issuing object and subscription method, the sales restriction period, the arrangement of the company’s accumulated undistributed profits, the place of listing, the validity period of the resolution of the offering, the amount and purpose of the raised funds, etc. the offering plan is comprehensive, complete and reasonably arranged, It has operability. The purpose of the raised funds is in line with relevant national policies and the development direction of the company. After the completion of this issuance, it is conducive to improve the asset quality, improve the financial situation and enhance the sustainable profitability of the company, which is in line with the long-term development objectives of the company and the interests of all shareholders. There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
Therefore, we unanimously agree on this matter and agree to submit it to the first (extraordinary) general meeting of shareholders in 2022 for deliberation.
3、 Independent opinions on the company’s non-public offering plan
The plan for non-public offering of A-Shares in Chengxin Lithium Group Co.Ltd(002240) 2022 prepared by the company for this non-public offering of shares comprehensively considers the company’s industry and development stage, financing planning, financial situation, capital demand and other conditions, and fully demonstrates the necessity of this non-public offering of shares, the principle, basis and pricing of this non-public offering of shares The rationality of methods and procedures and the fairness and rationality of the non-public offering plan do not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree on this matter and agree to submit it to the first (extraordinary) general meeting of shareholders of the company in 2022 for deliberation.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by the company’s non-public offering of shares
After reviewing the feasibility analysis report on the use of funds raised by Chengxin Lithium Group Co.Ltd(002240) non-public Development Bank‘s A-share shares, we believe that the use of funds raised by the company’s non-public offering is in line with relevant national industrial policies and the overall development direction of the company in the future, and has good market prospects and economic benefits. After the funds raised from this non-public offering are in place and used, it is conducive to improving the company’s capital structure, reducing financial risks, improving profitability and promoting the sustainable and healthy development of the company’s business.
Therefore, we unanimously agree on this matter and agree to submit it to the first (extraordinary) general meeting of shareholders of the company in 2022 for deliberation.
5、 Independent opinions on the company’s introduction of strategic investors and the signing of the conditional strategic cooperation agreement
The company plans to introduce Byd Company Limited(002594) (hereinafter referred to as ” Byd Company Limited(002594) “) as a strategic investor and sign a conditional strategic cooperation agreement with Byd Company Limited(002594) , which meets the needs of the company’s strategic development. The approval procedure of the proposal complies with the provisions of relevant laws, regulations and normative documents, follows the principles of fairness and rationality, and does not harm the interests of the company and shareholders, especially minority shareholders.
Therefore, we unanimously agree on this matter and agree to submit it to the first (extraordinary) general meeting of shareholders of the company in 2022 for deliberation.
6、 Independent opinions on signing the conditional effective share subscription agreement
In order to ensure the smooth implementation of this non-public offering, the company will sign the conditional effective share subscription agreement with Byd Company Limited(002594) to meet the needs of the company’s future development and strategic development. The approval procedure of the proposal complies with the provisions of relevant laws, regulations and normative documents, follows the principles of fairness and rationality, and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree on this matter and agree to submit it to the first (extraordinary) general meeting of shareholders of the company in 2022 for deliberation.
7、 Independent opinions on related party transactions involved in the company’s non-public offering of shares in 2022
It is proposed to introduce Byd Company Limited(002594) as the company’s strategic investor in this non-public offering. After the completion of this non-public offering, Byd Company Limited(002594) is expected to hold more than 5% of the company’s shares. According to the stock listing rules of Shenzhen Stock Exchange, Byd Company Limited(002594) becomes a related party of the company. Therefore, Byd Company Limited(002594) participates in the subscription of this non-public offering, which constitutes a related party transaction of the company. After the completion of this offering, Byd Company Limited(002594) and its subsidiaries’ cooperation in product purchase and sales with the company will constitute related party transactions of the company. The company will follow the principles of fairness, fairness and openness, strictly follow the pricing principles of laws and regulations and related management systems of related party transactions, and perform the approval procedures of related party transactions in strict accordance with laws, regulations and internal regulations. The related party transactions involved in this non-public offering comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The price and pricing method of related party transactions are reasonable and fair, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and minority shareholders. Therefore, we unanimously agree on this matter and agree to submit it to the first (extraordinary) general meeting of shareholders of the company in 2022 for deliberation.
8、 Independent opinions on the report on the use of the previously raised funds
After examination, we believe that the contents of the special report on the use of Chengxin Lithium Group Co.Ltd(002240) previous raised funds prepared by the company are true, accurate and complete, there are no false records, misleading statements and major omissions, 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, and there are no violations in the deposit and use of raised funds.
Therefore, we unanimously agree on this matter and agree to submit it to the first (extraordinary) general meeting of shareholders of the company in 2022 for deliberation.
9、 Independent opinions on diluted immediate return of non-public offering of shares, filling measures and commitments of relevant subjects
The company’s analysis on the impact of this non-public offering of shares on the dilution of immediate returns and the proposed measures for filling returns, as well as the commitments made by the company’s controlling shareholders, actual controllers and their persons acting in concert, directors and senior managers on the measures for filling returns, meet the requirements of the company’s actual operation and sustainable development, are reasonable and feasible, and are conducive to protecting the legitimate rights and interests of investors, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
Therefore, we unanimously agree on this matter and agree to submit it to the first (extraordinary) general meeting of shareholders of the company in 2022 for deliberation.
10、 Independent opinions on the shareholder return planning of the company in the next three years (20222024)
The shareholder return plan for Chengxin Lithium Group Co.Ltd(002240) the next three years (20222024) formulated by the company complies with the relevant provisions of the notice on further implementing the matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies and the articles of association, takes into account the reasonable investment return to investors and meets the requirements of the company’s sustainable development, It can better protect the interests of investors, especially small and medium-sized investors. The plan further improves and improves the company’s scientific, sustainable and stable dividend decision-making and supervision mechanism, and guides investors (especially small and medium-sized investors) to establish the concept of long-term investment and rational investment.
Therefore, we unanimously agree on this matter and agree to submit it to the first (extraordinary) general meeting of shareholders of the company in 2022 for deliberation.
11、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this non-public offering
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the specific matters of the non-public offering of shares. The authorization content is within the scope of the general meeting of shareholders. The relevant authorization arrangements are conducive to promoting the implementation of the non-public offering of shares and in line with the interests of the company and shareholders.
Therefore, we unanimously agree on this matter and agree to submit it to the first (extraordinary) general meeting of shareholders of the company in 2022 for deliberation.
(there is no text on this page, which is the signature page of Chengxin Lithium Group Co.Ltd(002240) independent directors’ independent opinions on matters related to the 33rd meeting of the seventh board of directors) signature of independent directors:
He Xiao, Zhou Yi, Ma Tao
March 22, 2022
