Shenzhen Fluence Technology Plc(300647) the 15th meeting of the third board of directors
Shenzhen Fluence Technology Plc(300647)
Independent directors’ opinions on relevant matters of the 15th meeting of the third board of directors
Independent opinion of
In accordance with relevant laws, regulations and normative documents such as the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market of China Securities Regulatory Commission, as well as the articles of association and working system of independent directors of Shenzhen Fluence Technology Plc(300647) (hereinafter referred to as the “company”), As an independent director of the company, after carefully reviewing relevant materials and based on an objective, independent and impartial position, I hereby express the following independent opinions on relevant matters of the 15th meeting of the third board of directors of the company:
1、 Independent opinions on adjusting the company’s plan to issue shares to specific objects in 2022 through simple procedures
After deliberation, we believe that the adjusted plan for the company to issue shares to specific objects through simple procedures in 2022 complies with the provisions of relevant laws and regulations such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). The adjustment of this issuance plan of the company is made according to the actual situation of the company. The adjusted plan is reasonable and operable, and there is no damage to the interests of the company and its shareholders, especially the minority shareholders. We unanimously agree to adjust the company’s plan to issue shares to specific objects through simple procedures in 2022.
2、 Independent opinions on the bidding results of the company’s issuance of shares to specific objects through summary procedures in 2022
After deliberation, we believe that according to the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, and in comparison with the relevant materials provided by the company, the issuance procedures of the company’s current issuance are legal and compliant, and the bidding results are true and effective. We unanimously agree that the company will issue shares to specific objects through simple procedures in 2022.
3、 Independent opinions on signing the share subscription agreement with effective conditions with specific objects
After deliberation, we believe that the company is in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the securities issuance of companies listed on the gem of Shenzhen Stock Exchange
Shenzhen Fluence Technology Plc(300647) the 15th meeting of the third board of directors
In accordance with the provisions of relevant laws, regulations and normative documents such as the detailed rules for the implementation of underwriting business, after confirming the bidding results, timely sign the share subscription agreement with effective conditions with 6 specific objects, which complies with the provisions of relevant laws and regulations and the interests of the company and all shareholders, and does not damage the interests of the company and minority shareholders. We agree that the company will sign a share subscription agreement with specific objects with effective conditions.
4、 Independent opinions on the authenticity, accuracy and completeness of the prospectus issued by the company to specific objects through simple procedures in 2022
After deliberation, we believe that the prospectus for offering shares to specific objects in Shenzhen Fluence Technology Plc(300647) 2022 (hereinafter referred to as the “prospectus”) prepared by the company complies with the securities law of the people’s Republic of China According to the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) and the standards for the contents and forms of information disclosure by companies publicly issuing securities No. 36 – prospectus and issuance report of securities issued by companies listed on the gem to specific objects (revised in 2020), the contents of the prospectus are true, accurate and complete, and there are no false records Misleading statements or material omissions. We unanimously agree to the prospectus prepared by the company.
5、 Independent opinions on updating the company’s plan for issuing shares to specific objects through summary procedures in 2022
After deliberation, we believe that the updated company’s plan for issuing shares to specific objects through simple procedures in 2022 (Revised Draft) complies with the provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). We unanimously agree to update the company’s plan for issuing shares to specific objects in 2022 through simple procedures.
6、 Independent opinions on updating the demonstration and analysis report of the company’s plan to issue shares to specific objects through simple procedures in 2022
After deliberation, we believe that the updated 2022 demonstration and analysis report on the scheme of issuing shares to specific objects through simple procedures (Revised Draft) comprehensively considers the industry and development stage, financing planning, financial status and other conditions of the company, and fully demonstrates the background and necessity of the implementation of this issuance, the appropriateness of the selection scope, quantity and standard of this issuance object, the principle, basis and pricing of this issuance The rationality of methods and procedures, the feasibility of this issuance method, the fairness and rationality of this issuance scheme, as well as the impact of this issuance on the diluted immediate return and the specific measures for filling are in line with the provisions of relevant laws and regulations. We unanimously agree to update the demonstration and analysis of the company’s plan to issue shares to specific objects through simple procedures in 2022
Shenzhen Fluence Technology Plc(300647) the 15th meeting of the third board of directors
report
7、 Independent opinions on updating the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects through simple procedures in 2022
After deliberation, we believe that the updated feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2022 (Revised Draft) complies with the provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). We unanimously agree to update the feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2022.
8、 Independent opinions on the company’s measures for diluting the immediate return and filling the return by issuing shares to specific objects through summary procedures in 2022 and the commitments of relevant subjects (Revised Draft)
After deliberation, we believe that: Based on the adjustment of the issuance plan, the company has revised some contents related to the total amount of funds raised and the number of shares issued in the measures of diluting the immediate return, filling the return and the commitments of relevant subjects in a simple procedure, which is in line with the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The relevant requirements of 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) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC notice [2015] No. 31) do not damage the interests of the company and its shareholders, especially small and medium-sized shareholders. We unanimously agree that the company will issue shares to specific objects in 2022 through simple procedures, dilute the immediate return and fill the return measures and relevant subject commitments (Revised Draft).
(there is no text below, followed by the signature page)
Shenzhen Fluence Technology Plc(300647) the 15th meeting of the third board of directors
(there is no text on this page, which is the signature page of Shenzhen Fluence Technology Plc(300647) independent director’s independent opinions on matters related to the 15th meeting of the third board of directors) signature of independent director:
Gong Zhaohui, Yang Wen
specific date
