Chengxin Lithium Group Co.Ltd(002240)
Prior approval opinions of independent directors on matters related to the 33rd meeting of the seventh board of directors of the company
Chengxin Lithium Group Co.Ltd(002240) board of directors:
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, the Chengxin Lithium Group Co.Ltd(002240) articles of association and other relevant provisions, as independent directors of Chengxin Lithium Group Co.Ltd(002240) (hereinafter referred to as "the company"), we have carefully reviewed all documents related to the 33rd meeting of the seventh board of directors, Based on the principle of objectivity and impartiality and the position of independent judgment, the prior approval opinions on the relevant matters considered at the 33rd meeting of the seventh board of directors of the company are as follows:
1、 Prior approval opinions on the company meeting the conditions for non-public offering of shares
According to 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, regulations and normative documents, after careful self-examination and demonstration of the actual situation and relevant matters of the company, we believe that the company has the qualification and conditions for non-public offering of shares.
We agree to submit the above matters to the board of directors of the company for deliberation.
2、 Prior approval 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 conforms to the relevant national policies and the development direction of the company. After the completion of this issuance, it is conducive to improving the asset quality of the company, improving the financial situation and enhancing the sustainable profitability, 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.
We agree to submit the above matters to the board of directors of the company for deliberation.
3、 Prior approval opinions on the company's plan for non-public offering of shares
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.
We agree to submit the above matters to the board of directors of the company for deliberation.
4、 Prior approval 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.
We agree to submit the above matters to the board of directors of the company for deliberation.
5、 Prior approval 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 and the interests of all shareholders, helps to improve the quality and intrinsic value of the company, and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
We agree to submit the above matters to the board of directors of the company for deliberation.
6、 Prior approval 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) and the relevant provisions of the conditional effective share subscription agreement comply with the provisions of national laws and regulations and other normative documents, follow the principles of fairness and rationality, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
We agree to submit the above matters to the board of directors of the company for deliberation.
7、 With regard to the prior approval opinions on related party transactions involved in the company's non-public offering of shares in 2022, Byd Company Limited(002594) is proposed to be introduced as the company's strategic investor in this non-public offering. After the completion of this non-public offering, Byd Company Limited(002594) holds more than 5% of the company's shares. According to the provisions of the stock listing rules of Shenzhen Stock Exchange, Byd Company Limited(002594) becomes the company's related party. Therefore, Byd Company Limited(002594) participating in the subscription of non issued shares 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 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.
We agree to submit the above matters to the board of directors of the company for deliberation.
8、 Prior approval 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.
We agree to submit the above matters to the board of directors of the company for deliberation.
9、 Prior approval opinions on diluted immediate return of non-public offering of shares, filling measures and commitments of relevant subjects
According to 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) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC Gong Zheng [2015] No. 31), The company analyzed the impact of the diluted immediate return of the non-public offering on the company's financial indicators and put forward specific measures to fill the return. The measures to fill the return proposed by the company on the diluted immediate return of the non-public offering and the commitments issued by relevant subjects are in line with the provisions of relevant laws, regulations and normative documents, in line with the interests of all shareholders, and there is no damage to the interests of the company and small and medium-sized investors.
We agree to submit the above matters to the board of directors of the company for deliberation.
10、 Prior approval opinions on the company's shareholder return plan for 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.
We agree to submit the above matters to the board of directors of the company for deliberation.
11、 Prior approval opinions on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares
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.
We agree to submit the above matters to the board of directors of the company for deliberation.
(there is no text on this page, which is the signature page of Chengxin Lithium Group Co.Ltd(002240) independent directors' prior approval opinions on matters related to the 33rd meeting of the seventh board of directors of the company) signature of independent directors:
He Xiao, Zhou Yi, Ma Tao
March 21, 2022
