Sanlux Co.Ltd(002224) board of supervisors
Examination opinions on the company's non-public offering of shares
In accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the articles of Association, Sanlux Co.Ltd(002224) the board of supervisors, on the basis of careful review of relevant materials, issued the following audit opinions on matters related to the company's non-public offering of shares:
1、 Review opinions on the company's compliance with the conditions for non-public offering of shares
After verification, the board of supervisors of the company believes that the company meets all the provisions on non-public issuance of A-Shares stipulated in the current relevant laws, regulations and normative documents, and has all the qualifications and conditions for non-public issuance of a shares.
2、 Review opinions on the company's non-public offering plan and plan
After verification, the board of supervisors of the company believes that the non-public offering scheme of the company complies with the provisions of 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 other relevant laws, regulations, rules and normative documents, and the scheme is reasonable and feasible. The scope of the issuing object in the plan is appropriate, the pricing principle, basis, method and procedure of the issuing price are reasonable, the amount and purpose of the raised funds are in line with the company's development strategy, the issuing plan is practical, conducive to enhancing the company's core competitiveness and sustainable profitability, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and minority shareholders.
3、 Review opinions on the feasibility analysis report on the use of funds raised by the company's non-public offering of A-Shares in 2022
After verification, the board of supervisors of the company believes that the content of the feasibility analysis report on the use of funds raised by this non-public offering of A-Shares prepared by the company is true, accurate and complete. The purpose of the funds raised in this non-public offering is in line with the current market situation and the company's development strategy, and the investment projects of the raised funds are in line with the relevant national industrial policies and environmental protection policies, which lays a solid foundation for the company's operation and performance growth, is conducive to improving the company's market competitiveness, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
4、 Review opinions on the risk prompt, filling measures and commitments of relevant subjects of the company's non-public offering of A-Shares in 2022 to dilute the immediate return
After verification, the board of supervisors of the company believes that the company has carefully, prudently and objectively analyzed the impact of this non-public offering on the dilution of immediate return in accordance with the requirements of the guiding opinions on matters related to the dilution of immediate return of initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31) and other relevant documents, and put forward specific measures to fill in the return, including the controlling shareholders, actual controllers, directors The senior managers have made relevant commitments to the effective implementation of the filling measures, which is conducive to protecting the legitimate rights and interests of investors, and there is no behavior damaging the interests of the company and all shareholders, especially small and medium-sized shareholders.
5、 Review opinions on the report on the use of the company's previously raised funds
After verification, the board of supervisors of the company believes that the contents of the special report on the use of the previously raised funds prepared by the company are true, accurate and complete, and there are no false records, misleading statements or major omissions. The management and use of the company's previously raised funds comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use and management of the raised funds of listed companies, follow the principles of special account storage, standardized use, truthful disclosure and strict management, and there is no situation of changing the investment direction of the raised funds in a disguised manner, damaging the interests of shareholders and violating relevant provisions.
6、 Review opinions on the company's shareholder return plan for the next three years (20222024)
We believe that the shareholder return plan for the next three years attaches importance to the reasonable return on investment to shareholders, takes into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The plan complies with the provisions of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (CSRC announcement [2022] No. 3) and the articles of association.
To sum up, the company's non-public offering of shares and other related matters comply with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, 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 other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, We agree to submit the proposal on matters related to this non-public offering of shares to the general meeting of shareholders for deliberation.
Sanlux Co.Ltd(002224) board of supervisors April 15, 2002
