Chahua Modern Housewares Co.Ltd(603615) independent directors
Independent opinions on matters related to the fourth meeting of the Fourth Board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for independent directors of listed companies and other relevant laws, regulations and normative documents, as well as the Chahua Modern Housewares Co.Ltd(603615) articles of Association (hereinafter referred to as the “articles of association”), the Chahua Modern Housewares Co.Ltd(603615) independent director system and other relevant provisions, As an independent director of Chahua Modern Housewares Co.Ltd(603615) (hereinafter referred to as “the company”), we have carefully reviewed the relevant materials provided by the board of directors of the company. Based on the principle of independent and objective judgment, we express independent opinions on the relevant matters considered at the fourth meeting of the Fourth Board of directors of the company as follows:
1、 Independent opinions on correction of previous accounting errors
The correction of accounting errors complies with the relevant provisions of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and correction of errors and the preparation rules for information disclosure of companies offering securities to the public No. 19 – correction and relevant disclosure of financial information of China Securities Regulatory Commission. The corrected financial data and financial statements can more objectively, accurately and truly reflect the financial situation of the company Operating results and cash flow, the deliberation and voting procedures of the board of directors on the correction of accounting errors comply with the relevant provisions of laws, regulations and the articles of association, and there is no damage to the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, we agree to the correction and retroactive adjustment of accounting errors.
2、 Independent opinions on reducing the total amount of funds raised by non-public offering of A-Shares in 2021
The company’s reduction of the total amount of funds raised by non-public offering of shares was deliberated and adopted at the fourth meeting of the Fourth Board of directors of the company. The convening, convening and voting procedures and methods of the board meeting shall comply with the provisions of relevant laws, regulations and the articles of association.
The reduction of the total amount of funds raised by non-public offering of the company this time complies with the current laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance of listed companies, as well as the relevant provisions of the CSRC. The adjusted scheme is reasonable, practical and feasible, and in line with the company’s long-term development objectives and development strategy; It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of minority shareholders.
3、 Independent opinions on Revising the company’s plan for non-public offering of A-Shares in 2021
The 2021 non-public offering plan (Revised Draft) prepared by the company complies with the provisions of relevant laws, regulations and normative documents, is feasible and operable, and has no major legal and policy obstacles. The company’s decision-making procedures comply with relevant laws, regulations and the articles of association. Therefore, we agree to revise the plan for non-public offering of A-Shares in 2021.
4、 Independent opinions on Revising the feasibility analysis report on the use of funds raised by the company’s non-public offering of A-Shares in 2021
The feasibility analysis report (Revised Version) on the use of funds raised by non-public offering of A-Shares in 2021 prepared by the company complies with the provisions of relevant laws, regulations and normative documents; In line with the current situation and development trend of the company’s industry, financing planning, financial situation and capital demand, it can further improve the level of corporate governance, optimize the company’s capital structure, enhance the company’s capital strength and profitability, and realize the sustainable development of the company. Therefore, we agree to revise the feasibility analysis report on the use of funds raised by the company’s non-public offering of A-Shares in 2021.
5、 Independent opinions on diluting the immediate return of A-Shares in this non-public offering, measures to fill the immediate return and commitments of relevant subjects (Revised Draft)
The board of directors of the company analyzed the impact of the non-public offering of A-Shares on the diluted immediate return in accordance with the relevant provisions of the guiding opinions on matters related to the diluted immediate return of initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31) of the CSRC, and put forward specific measures to amend the filled return, which is in line with the requirements of the actual operation and sustainable development of the company, There is no situation that damages the interests of the company or all shareholders.
Independent directors: Wang Yanyan, Xiao Yang, Luo Xi April 13, 2022
