Shanxi Yongdong Chemistry Industry Co.Ltd(002753) opinions of independent directors
Shanxi Yongdong Chemistry Industry Co.Ltd(002753)
Independent opinions of independent directors on matters related to the first extraordinary meeting of the Fifth Board of directors
As an independent director of Shanxi Yongdong Chemistry Industry Co.Ltd(002753) (hereinafter referred to as “the company”), in accordance with the relevant provisions of the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, 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 the Shanxi Yongdong Chemistry Industry Co.Ltd(002753) (hereinafter referred to as “the company”), after carefully reviewing the relevant bills and documents with a diligent and responsible attitude, The independent opinions are as follows:
1、 Independent opinions on further clarifying the specific plan for public issuance of convertible corporate bonds
After review, We believe that the specific plan of the company’s public offering of convertible corporate bonds is based on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public offering of convertible corporate bonds deliberated and adopted at the 2019 annual general meeting of shareholders and the 2020 annual general meeting of shareholders According to the authorization of the general meeting of shareholders, the board of directors of the company further clarified the specific plan of the company’s public issuance of convertible corporate bonds in accordance with the requirements of the securities regulatory authorities and the actual situation and market conditions of the company. The specific plan of the company’s public offering of convertible corporate bonds complies with 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
Shanxi Yongdong Chemistry Industry Co.Ltd(002753) opinions of independent directors
The plan is reasonable and feasible, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The convening, convening and voting procedures and methods of this board meeting comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree that the company will further clarify the relevant matters of the specific plan for the public issuance of convertible corporate bonds.
2、 Independent opinions on the listing of convertible corporate bonds
After examination, we believe that the board of directors of the company handles the matters related to the listing of convertible corporate bonds in Shenzhen Stock Exchange after the issuance of convertible corporate bonds, and authorizes the company’s management and its authorized representative to handle specific matters, which is in line 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 relevant laws and regulations. This matter does not harm the interests of minority shareholders. Therefore, we agree to the matters related to the listing of convertible corporate bonds.
2、 Independent opinions on opening a special account for raising funds from public issuance of convertible corporate bonds and signing a supervision agreement for raising funds
After review, we believe that the company has opened a special account for the raised funds for the special storage and use of the funds raised by the public offering of convertible corporate bonds. The company will sign a fund-raising supervision agreement with the sponsor and the relevant bank to open an account to supervise the deposit and use of the funds raised by convertible corporate bonds. This matter complies with the provisions of relevant laws and regulations, can regulate the deposit, use and management of the funds raised by the company’s public issuance of convertible corporate bonds, and effectively protect the legitimate rights and interests of investors, without damaging the interests of minority shareholders. Therefore, we agree that the company will open a special account for raising funds through public issuance of convertible corporate bonds and sign a regulatory agreement.
Shanxi Yongdong Chemistry Industry Co.Ltd(002753) opinions of independent directors
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Shanxi Yongdong Chemistry Industry Co.Ltd(002753) opinions of independent directors
(there is no text on this page, which is the signature page of Shanxi Yongdong Chemistry Industry Co.Ltd(002753) independent directors’ independent opinions on matters related to the first interim meeting of the Fifth Board of directors of the company) signature of independent directors:
Jiang Yonghui
Ding Liping
Peng Xuejun
April 1, 2002
