Securities code: Tangrenshen Group Co.Ltd(002567) securities abbreviation: Tangrenshen Group Co.Ltd(002567) Announcement No.: 2022048 Tangrenshen Group Co.Ltd(002567)
Prior approval opinions of independent directors on matters related to the 49th meeting of the eighth board of directors of the company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as “the company”) the 49th meeting of the eighth board of directors is planned to be held on April 8, 2022. According to the relevant provisions of laws, regulations and normative documents such as the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, As an independent director of the company, we express our prior approval opinions on the matters related to the non-public offering of shares to be submitted to the 49th meeting of the eighth board of directors of the company for deliberation as follows:
1、 The company has the qualifications and conditions for non-public offering of RMB common shares (A shares) listed in China; The plan for this non-public offering of shares is reasonable and feasible; This non-public offering of shares is conducive to the sustainable development of the company; The subscription objects of this non-public offering of shares include Hunan Tangrenshen Group Co.Ltd(002567) holding Investment Co., Ltd., the controlling shareholder of the company. The signing of the share subscription agreement with effective conditions between the company and the controlling shareholder constitutes a connected transaction. The connected transaction follows the principles of fairness, impartiality and voluntariness, the transaction price is fair, the transaction method complies with market rules, and there is no damage to the rights and interests of shareholders, especially the rights and interests of minority shareholders, Affiliated directors need to avoid voting.
2、 The company’s plan for this non-public offering of shares complies with the provisions of laws, regulations and normative documents such as the company law, the securities law, 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 the company’s investment project of raising funds by non-public offering of shares complies with relevant national industrial policies and the interests of the company and all shareholders; There is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
3、 The company analyzed the impact of the diluted immediate return of the non-public offering on the main financial indicators, and formulated specific measures to fill the diluted immediate return of the non-public offering; The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments on relevant matters, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
In conclusion, we agree to submit the proposal related to the non-public offering of A-Shares to the 49th meeting of the eighth board of directors for deliberation.
Independent directors: Jiang Fan, Yu Xinglong, Zhang Shaoqiu Tangrenshen Group Co.Ltd(002567) April 2, 2002
