Zhejiang Taitan Co.Ltd(003036)
Independent directors' opinions on the 7th Meeting of the 9th board of directors
Independent opinions on relevant matters
As an independent director of Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as "the company" or "the company"), based on independent judgment, in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of Association of Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as "the articles of association") and other relevant provisions of the CSRC, Based on the attitude of being responsible to the company and all shareholders, we express independent opinions on the relevant proposals considered at the seventh meeting of the ninth board of directors as follows: I. independent opinions on meeting the conditions for public issuance of convertible corporate bonds
According to the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other laws, regulations and normative documents, the company has conducted self-examination item by item in combination with the actual situation, and believes that all conditions of the company comply with the relevant provisions on the public issuance of convertible corporate bonds in the current laws, regulations and normative documents, The company is qualified and qualified to publicly issue convertible corporate bonds. We all agree on the contents of the motion.
2、 Independent opinions on public issuance of convertible corporate bonds
We have reviewed the proposal of the company's public offering of convertible corporate bonds. We believe that the proposal of the company's public offering of convertible corporate bonds is in combination with the consideration of the company's operation and development and makes preparations for the company's future development. The implementation of the plan will enhance the company's market competitiveness and improve its financial capacity, comply with the provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance of listed companies of the CSRC, comply with the company's long-term development and the interests of all shareholders, and there is no situation that damages the interests of the company, shareholders, especially small and medium-sized shareholders. We unanimously agree that the company's plan for this public offering of convertible corporate bonds shall be submitted to the general meeting of shareholders for deliberation.
3、 Independent opinions on the plan for public issuance of convertible corporate bonds
The company's plan for this public offering of convertible corporate bonds complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations, rules and normative documents, comprehensively considers the company's development status and development strategy, and combines the market environment and industry development trend, It fully explains the impact of the public issuance of convertible corporate bonds on the company, which is in line with the company's long-term development objectives and the interests of all shareholders. We unanimously agree to the company's plan for this public offering of convertible corporate bonds.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds
The feasibility analysis report on the use of funds raised by Zhejiang Taitan Co.Ltd(003036) public issuance of convertible corporate bonds prepared by the company analyzes and discusses the use plan of the raised funds, the implementation background of the raised investment project, the basic situation of the raised investment project, and the impact of the public issuance of convertible corporate bonds on the company's business and financial situation, It is conducive to investors' comprehensive understanding of this public offering. We unanimously agree to the feasibility analysis report on the use of funds raised by Zhejiang Taitan Co.Ltd(003036) public issuance of convertible corporate bonds prepared by the company.
5、 Independent opinions on the meeting rules of bondholders of convertible companies
The company has prepared the Zhejiang Taitan Co.Ltd(003036) rules for bondholders' meeting of convertible companies in accordance with relevant regulations. We agree that the rules reasonably protect the interests of bondholders, take into account the interests of the company and all shareholders, and comply with laws and regulations. We unanimously agree to the Zhejiang Taitan Co.Ltd(003036) convertible bondholders' meeting rules prepared by the company.
6、 Independent opinions on the report on the use of the previously raised funds
The board of directors of the company has prepared the report on the use of previously raised funds. After review, we believe that the report on the use of previously raised funds strictly complies with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the company on the storage and use of raised funds, and the disclosed information on the use of raised funds is true, accurate and complete, There are no violations in the management and use of raised funds. We unanimously agree to the report on the use of the previously raised funds.
7、 Opinions on diluted immediate return on public issuance of convertible corporate bonds, relevant filling measures and commitments of relevant subjects
The company analyzed the impact of the public issuance of convertible corporate bonds on the dilution of spot return, and put forward relevant filling measures. Relevant commitments comply with the provisions of relevant laws, regulations and normative documents and the interests of all shareholders; The commitments made by relevant entities to the company's public issuance of convertible corporate bonds, diluted immediate return and filling measures comply with the provisions of relevant laws, regulations and normative documents, which is conducive to protecting the legitimate rights and interests of minority shareholders.
8、 Independent opinions on shareholder return planning for the next three years (2022-2024)
The Zhejiang Taitan Co.Ltd(003036) shareholder return plan for the next three years (2022-2024) formulated by the company can achieve sustained, stable and scientific returns to investors, and fully consider the needs of the company's sustainable development. We believe that the shareholder return plan for Zhejiang Taitan Co.Ltd(003036) the next three years (2022-2024) formulated by the company complies with the provisions of the notice on matters related to the further implementation of cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies and the articles of association. We unanimously agree with the relevant contents of the return plan.
9、 Independent opinions on guarantees for public issuance of convertible corporate bonds and related party transactions
The convertible corporate bonds issued this time are guaranteed by share pledge. Shaoxing Titan Investment Co., Ltd., the controlling shareholder of the company, takes its legally owned shares as the pledge for the pledge of convertible corporate bonds. The above guarantee matters form related party transactions. We believe that the guarantee provided by the controlling shareholder of the company for the public issuance of convertible corporate bonds is conducive to the smooth progress of the company's projects, does not violate the principles of fairness, openness and impartiality, does not affect the independence of the company's operation, and is in the interests of the company and all shareholders. We unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders 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
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to the company's public issuance of convertible bonds, in line with the provisions of relevant laws, regulations and normative documents. Therefore, we unanimously agree to the above motion.
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(there is no text on this page, which is the signature page of Zhejiang Taitan Co.Ltd(003036) independent directors' independent opinions on matters related to the seventh meeting of the ninth board of directors)
Signature of independent director:
Li Xudong, Wang Jin, Yu feitao
January 12, 2022
