Mingxin Automotive Leather Co.Ltd(605068) independent director
Independent opinions on matters related to the second meeting of the third board of directors
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant provisions, as independent directors of Mingxin Automotive Leather Co.Ltd(605068) (hereinafter referred to as “the company”), we are now reviewing the relevant matters of the second meeting of the third board of directors of the company, And expressed the following independent opinions:
1、 Independent opinions on further clarifying the specific scheme of the company’s public issuance of convertible corporate bonds
According to the authorization of the company’s first extraordinary general meeting in 2021, the board of directors of the company further defined the specific plan for the company to publicly issue convertible corporate bonds in accordance with the requirements of the securities regulatory authorities and in combination with the actual situation and market conditions of the company.
We believe that the specific scheme of the company’s public offering of convertible corporate bonds 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 and other laws and regulations, normative documents and the articles of association, conforms to the interests of the company and all shareholders, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. The deliberation procedures of the specific scheme of this issuance comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and the deliberation and voting procedures are legal and effective. Therefore, we agree to the specific plan of the company’s public offering of convertible corporate bonds. 2、 Independent opinions on the listing of convertible corporate bonds
According to the authorization of the company’s first extraordinary general meeting in 2021, the board of directors of the company will apply for the listing of convertible corporate bonds on Shanghai Stock Exchange after the issuance of convertible corporate bonds, and authorize the chairman of the company and his authorized designee to handle specific matters.
We believe that this matter is in line with the interests of the company and all shareholders, and there is no situation damaging the interests of minority shareholders. We agree to the matters related to the listing of convertible corporate bonds.
3、 Independent opinions on opening a special account for raising funds through public issuance of convertible corporate bonds and signing a supervision agreement
We believe that the company’s opening of a special account for raising funds from public issuance of convertible corporate bonds and the signing of a fund-raising supervision agreement with the sponsor and the corresponding opening bank to supervise the storage and use of the raised funds comply with the provisions of relevant laws, regulations and normative documents, which can effectively regulate the storage, use and management of the raised funds and effectively protect the rights and interests of investors. Therefore, we agree to open a special account for raising funds through public issuance of convertible corporate bonds and sign a supervision agreement.
Independent directors: Tian Jingyan, Zhang Huizhong and Fei Jinhong March 25, 2022 (this page is blank and is the signature page of Mingxin Automotive Leather Co.Ltd(605068) independent directors’ independent opinions on matters related to the second meeting of the third board of directors)
Tian Jingyan (signature)
Zhang Huizhong (signature)
Fei Jinhong (signature)
