Sanlux Co.Ltd(002224) independent directors
Opinions of the seventh session of the independent board of directors on relevant matters
Sanlux Co.Ltd(002224) (hereinafter referred to as "the company") held the sixth meeting of the seventh board of directors on April 15, 2022. In accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, the articles of association, the working system of independent directors and other relevant provisions, we, as independent directors of the company, have carefully checked and understood the relevant matters of the sixth meeting of the seventh board of directors on the principle of seeking truth from facts, Based on independent judgment, we hereby express the following independent opinions:
1、 Independent opinions on the company meeting the conditions for non-public offering of a shares
After verification, we agree that the company complies with the provisions on non-public offering of A-Shares stipulated in the current relevant laws, regulations and normative documents, and has all the qualifications and conditions for non-public offering of a shares. Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. 2、 Independent opinions on the company's non-public offering of A-Shares in 2022
After verification, we agree that the company's non-public offering plan complies with the provisions of 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 detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations, rules and normative documents; The principles, basis, methods and procedures of issuance pricing in the scheme are reasonable and the issuance scheme is feasible; The plan is in line with the company's long-term development strategy, is conducive to expanding the company's main business, enhancing the company's sustainable profitability and market competitiveness, and does not damage the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company's plan for non-public offering of A-Shares in 2022
After review, we agree that the plan comprehensively considers the company's development strategy and actual situation, and fully explains the impact of the company's non-public offering on the company. The plan is feasible and in line with the company's long-term development goals. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal 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 non-public offering of A-Shares in 2022
After review, we agree 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. Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent 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, we agree 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 in 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. Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 After reviewing the independent opinions on the company's shareholder dividend return plan for the next three years (20222024), we agree that the shareholder return plan for the next three years is in line with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) Guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (CSRC announcement [2022] No. 3) and the articles of association. The plan 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. Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. 7、 Independent opinions on the report on the use of the company's previously raised funds
After review, we agree that the special report on the use of the previous raised funds prepared by the company is 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. Therefore, we agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this non-public offering
After review, we agreed that in order to ensure the efficient, orderly promotion and smooth implementation of the company's non-public offering, the specific authorization contents and authorization period of the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares fully comply with relevant laws and regulations and the articles of association, which is conducive to the smooth progress of matters related to the non-public offering, It will not harm the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on matters related to the adjustment of the company's employee stock ownership plan in 2021
After verification, we agree that due to the resignation of some participants in the ESOP, the company has made corresponding amendments to the ESOP, and the contents of the revised ESOP comply with the provisions of the company law, the securities law, the guidance on the pilot implementation of the ESOP by listed companies (hereinafter referred to as the "guidance") and other relevant laws, regulations, normative documents and the articles of association. Before the revision of the employee stock ownership plan, the company solicited the opinions of employees through holding the company's employee general meeting. There was no situation that damaged the interests of listed companies and the legitimate rights and interests of minority shareholders, and there was no situation that forced employees to participate in the employee stock ownership plan by means of apportionment, forced distribution and so on. The revised employee stock ownership plan is conducive to improving the level of corporate governance, improving the company's salary incentive mechanism, fully mobilizing the enthusiasm of employees and realizing the long-term sustainable development of the enterprise. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's employee stock ownership plan in 2021, which was deliberated and adopted at the second extraordinary general meeting of shareholders in 2021, the general meeting of shareholders has authorized the board of directors to handle matters related to the employee stock ownership plan. This proposal can be considered and approved by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation.
Independent director: Sha Jianyao, Jiang Jianhua, fan Weiwei April 15, 2002
