Lonkey Industrial Co.Ltd.Guangzhou(000523) board of supervisors
Audit opinions on the company’s non-public offering of a shares
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “administrative measures”) The detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the “detailed rules”), the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the relevant provisions of the articles of association, after fully understanding and reviewing the relevant documents of the company’s non-public offering of shares in 2022, The written review opinions are as follows:
(I) the plan and scheme for this non-public offering of shares comply with the provisions of the company law, the securities law, the administrative measures, the implementation rules, other laws, regulations, normative documents and the articles of association. The company meets all the conditions for non-public offering of A-Shares to specific objects and is qualified for non-public offering of shares. The plan of this non-public offering of shares is reasonable and feasible, taking into account the company’s industry, development status, actual operation and capital demand, which will help to optimize the company’s capital structure, improve the company’s core competitiveness and promote the sustainable development of the company; There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(II) the use plan of the funds raised by this non-public offering complies with relevant policies, laws and regulations and the overall strategic development plan of the company in the future, which is necessary and feasible.
(III) in view of the fact that the company’s previous raised funds have been received for more than five fiscal years, according to the relevant provisions of the provisions on the report on the use of the previously raised funds (Zheng FA Zi [2007] No. 500) of the CSRC, we agree that the company does not need to prepare the report on the use of the previously raised funds for this non-public offering.
(IV) agree that the company shall set up a special account for raised funds to deposit the raised funds, and the special account for raised funds shall not deposit non raised funds or be used for other purposes.
(V) the agreement on the relevant terms of the non-public development bank stock subscription agreement between Lonkey Industrial Co.Ltd.Guangzhou(000523) and Guangzhou Light Industry and Trade Group Co., Ltd. (hereinafter referred to as “light industry group”) signed by the company and Guangzhou Light Industry and Trade Group Co., Ltd. is based on normal business principles, fair, just and reasonable, and there is no situation that damages the interests of other shareholders of the company, especially the minority shareholders.
(VI) the subscription object of the non-public offering of shares is the light industry group, which is an affiliated party of the company. The non-public offering of shares constitutes a connected transaction. The non-public offering of shares involves related party transactions, which comply with the provisions of the company law, the securities law, the administrative measures, the implementation rules, other laws, regulations, normative documents and the articles of association. The related party transactions are fair, fair and open, and the transaction price is reasonable and fair, which is in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
(VII) the company’s analysis on the impact of this non-public offering of shares on the dilution of immediate return and the proposed measures to fill the return, as well as the commitments made by the company’s controlling shareholders, directors and senior managers that the measures to fill the return can be effectively fulfilled, It complies with the relevant provisions of the guidance on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) of the China Securities Regulatory Commission, meets the requirements of the company’s actual operation and sustainable development, and does not harm the interests of the company or all shareholders.
(VIII) the shareholder return plan for Lonkey Industrial Co.Ltd.Guangzhou(000523) next three years (20222024) prepared by the company conforms to the provisions of current laws, regulations and normative documents, conforms to the actual situation of the company, helps the company to establish a sound, continuous and stable dividend policy and supervision mechanism, and helps to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors.
(IX) the matters related to the company’s non-public offering of A-Shares belong to the scope of powers of the general meeting of shareholders. Authorizing the board of directors and its authorized persons to handle the matters related to the non-public offering of A-Shares is conducive to promoting the implementation of the matters and in line with the interests of the company and all shareholders.
(x) the voting procedures of the company’s non-public offering of shares, the formation of the company’s resolutions and relevant laws and regulations are in line with the provisions of the company’s laws and regulations. The non-public offering plan still needs the consent of the subject performing the responsibility of state-owned assets supervision and administration, which shall be submitted to the general meeting of shareholders of the company for deliberation and approval, and can be implemented only after being approved by the CSRC.
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(there is no text on this page, which is the signature page of Lonkey Industrial Co.Ltd.Guangzhou(000523) board of supervisors on the review opinions on non-public development of A-share shares of the company) signature of Supervisor:
Liu Weihong, Liu Bao, Liao Mingwei
Lonkey Industrial Co.Ltd.Guangzhou(000523)
Board of supervisors
April 29, 2002
