Independent directors' opinions on relevant matters of the 14th meeting of the 4th board of directors
Prior approval of
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the company's systems such as Beijing Telesound Electronics Co.Ltd(003004) articles of association and Beijing Telesound Electronics Co.Ltd(003004) working system of independent directors, we, as independent directors of Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as "the company"), are responsible to the company and all shareholders, Adhering to the principle of seeking truth from facts and based on the position of independent judgment, we have carefully reviewed the relevant materials of the proposal of the 14th meeting of the Fourth Board of directors of the company, and now give the following prior approval opinions on the following matters:
1、 Opinions on the company's public issuance of convertible corporate bonds
We have carefully and carefully checked the company's plan for public issuance of convertible corporate bonds, and believe that the company's plan for public issuance of convertible corporate bonds is reasonable and in line with the provisions on public issuance of convertible corporate bonds in relevant laws, regulations, rules and other normative documents, which is conducive to enhancing the company's core competitiveness, It helps the company to improve its sustainable profitability, conforms to the company's long-term development objectives and the interests of all shareholders, and does not damage the interests of minority shareholders. We agree to submit the proposal to the 14th meeting of the Fourth Board of directors for deliberation.
2、 Opinions on guarantee matters and related party transactions related to the public issuance of convertible corporate bonds by the company
We believe that Tan Zheng, one of the actual controllers, and Jiangsu Tianfu Investment Co., Ltd., the controlling shareholder, provide guarantee for the convertible corporate bonds issued by the company to meet the capital needs for the company's business development, help ensure the smooth progress of the company's projects, follow the principles of market fairness, impartiality and openness, and comply with relevant laws and regulations, It is 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 minority shareholders. We agree to submit the proposal to the 14th meeting of the Fourth Board of directors for deliberation.
Independent directors: Qi Baijin, Tan qiugui, Yang Peiqin January 6, 2022
