Ronglian Group Ltd(002642) independent director
Prior approval opinions on matters related to the 11th meeting of the 6th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the articles of association and the administrative measures for the issuance of securities by listed companies (revised in 2020) (hereinafter referred to as the “administrative measures”) As an independent director of Ronglian Group Ltd(002642) (hereinafter referred to as the “company”), we have carefully reviewed the proposal to be submitted to the 11th meeting of the sixth board of directors of the company for deliberation, and hereby express the following prior approval opinions on the relevant proposal: 1 Prior approval opinions on the proposal on the company’s plan for non-public development of A-Shares (Second Revision)
According to the company law, securities law, administrative measures, detailed rules for implementation and other relevant laws and regulations, we believe that the contents of the plan for non-public development of A-Shares (Second Revision) are true, accurate and complete, without false records, misleading statements or major omissions, and in line with the actual situation and long-term development plan of the company, It is conducive to enhancing the company’s sustainable profitability and market competitiveness, which is in line with the interests of the company and all shareholders. Therefore, we agree to submit the proposal to the board of directors for deliberation. When the board of directors deliberates the proposal, the related directors shall withdraw from voting as required.
2. Prior approval opinions on the proposal of the company on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares (Second Revision)
The feasibility analysis report on the use of funds raised by non-public development banks’ A shares (Second Revision) prepared by the company analyzes the feasibility of the use of funds raised. We believe that the use of funds raised by the company’s non-public offering of shares conforms to the national industrial policies and the provisions of relevant laws, regulations and normative documents, In line with the actual situation and development needs of the company, the long-term development objectives of the company and the interests of shareholders. Therefore, we agree to submit the proposal to the board of directors for deliberation. When the board of directors deliberates the proposal, the related directors shall withdraw from voting as required.
3. Prior approval opinions on the proposal on the company’s diluted immediate return and filling measures for non-public Development Bank A shares and commitments of relevant subjects (Second Revision)
The company’s revised diluted immediate return on the non-public offering of shares and the measures taken to fill the return are in line with 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) The guiding opinions on matters related to IPO and refinancing, major asset restructuring and diluted immediate return (CSRC announcement [2015] No. 31) and other relevant laws, regulations and normative documents are in line with the overall interests of all shareholders, there is no damage to the interests of the company and investors, and the measures to fill in the return are reasonable and feasible. Therefore, we agree to submit the proposal to the board of directors for deliberation. When the board of directors deliberates the proposal, the related directors shall withdraw from voting as required.
4. Prior approval opinions on the proposal on the signing of the supplementary agreement to the share subscription agreement with conditional effect on the raised funds of non-public development banks and related party transactions between the company and specific objects
The supplementary agreement on the conditional entry into force of the share subscription agreement for the raised funds of non-public development banks signed by the company and the subscription object Shandong Jingda science and Technology Industry Development Co., Ltd. complies with the provisions of national laws and regulations and other normative documents, the relevant provisions are set reasonably, and no acts and circumstances damaging the rights and interests of shareholders, especially the rights and interests of minority shareholders are found, It will not affect the independence of listed companies. Therefore, we agree to submit the proposal to the board of directors for deliberation. When the board of directors deliberates the proposal, the related directors shall withdraw from voting as required.
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