About the 14th meeting of the 4th board of directors by independent directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws, regulations, rules, normative documents and the articles of association of Beijing Telesound Electronics Co.Ltd(003004) , we, as independent directors of Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as the “company”), based on the principle of prudence and independent judgment, We express the following independent opinions on the relevant proposals considered at the 14th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the company’s compliance with the conditions for public issuance of convertible corporate bonds
We believe that the company complies with the provisions on public issuance of convertible corporate bonds in 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, the measures for the administration of convertible corporate bonds and other laws, regulations and normative documents, and has the conditions for public issuance of convertible corporate bonds. Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company’s public issuance of convertible corporate bonds
We believe that the scheme of the company’s public issuance of convertible corporate bonds is reasonable, in line with the provisions on the public issuance of convertible corporate bonds in relevant laws and regulations and other normative documents, which is conducive to enhancing the company’s long-term sustainable competitiveness, improving the company’s sustainable profitability, and in line with the common interests of the company and all shareholders. Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s plan for public issuance of convertible corporate bonds
We believe that the content of the company’s plan for public issuance of convertible corporate bonds is true, accurate and complete, without false records, misleading statements or major omissions, which is in line with the actual situation and long-term development plan of the company, conducive to the continuation and implementation of the company’s long-term strategic decision, and in line with the interests of the company and all shareholders. Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by the company’s public issuance of convertible corporate bonds
We believe that the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds prepared by the company has fully explained the basic situation of the project, the necessity of project construction, the scale and content of project construction and other related matters in detail, which is conducive to investors’ comprehensive understanding of the company’s public issuance of convertible corporate bonds.
The investment project of the raised funds complies with the national industrial policies, the purpose of the investment project of the raised funds complies with the provisions of relevant national policies and the current situation and future development trend of the company’s industry, conforms to the actual situation and development needs of the company, is conducive to improving the company’s market competitiveness and enhancing the company’s sustainable profitability, In line with the company’s long-term development plan and the interests of all shareholders. Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the report on the use of the company’s previously raised funds
We believe that the content of the report on the use of the previously raised funds prepared by the company is true, accurate and complete, there are no false records, misleading statements and major omissions, comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and other relevant laws and regulations on the storage and use of the raised funds, and there are no violations in the storage and use of the raised funds. Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the formulation of the rules for the meeting of bondholders of convertible companies
We believe that in order to standardize the organization and behavior of bondholders’ meetings of convertible companies, define the rights and obligations of bondholders’ meetings, and protect the legitimate rights and interests of bondholders, in accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other laws and regulations, other normative documents and the articles of association, and in combination with the actual situation of the company, Formulate the rules for the meeting of bondholders of convertible companies. Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on public issuance of convertible corporate bonds, dilution of immediate return, filling measures and commitments of relevant subjects
We believe that according to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) The relevant requirements of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, The company has carefully analyzed the impact of the public issuance of convertible corporate bonds on the dilution of immediate return, and put forward specific measures to fill the return. The relevant subjects have made a commitment that the company’s measures to fill the return can be effectively implemented. Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the shareholder dividend return plan of Beijing shengxun Electronics Co., Ltd. in the next three years (2022-2024)
We believe that the shareholders’ dividend return plan for Beijing Telesound Electronics Co.Ltd(003004) the next three years (2022-2024) prepared by the company is in line with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by China Securities Regulatory Commission The guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2013] No. 43) and the articles of association are in line with the actual situation of the company, help to improve and improve the company’s sustained and stable dividend policy and supervision mechanism, and help to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors. Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
9、 Proposal 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. Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation. 10、 Independent opinions 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
We believe that submitting the shareholders’ meeting to authorize the board of directors to handle matters related to the company’s public issuance of convertible corporate bonds is in line with the relevant provisions of relevant laws and regulations. Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
Independent directors: Qi Baijin, Tan qiugui, Yang Peiqin January 6, 2022
