Ronglian Group Ltd(002642) independent director
Independent opinions on relevant matters of 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 carefully reviewed the relevant materials and asked the relevant personnel of the company about the relevant situation. On the basis of ensuring that the information obtained is true, accurate and complete, and based on personal independent judgment, we hereby express the following opinions on relevant proposals:
1. Independent opinions on the proposal on the company’s plan for non-public development of A-Shares (Second Revision)
The content of the company’s plan for non-public offering of A-Shares (the second revised draft) is true, accurate and complete, without false records, misleading statements or major omissions, in line with the company’s long-term development objectives and the interests of all shareholders, and does not damage the interests of minority shareholders. During the deliberation of the proposal, the board of directors of the company withdrew from the voting in accordance with the company law, listing rules and other laws and regulations and the articles of association, and the deliberation procedure was legal and effective. We express our independent opinions on this motion.
2. Independent 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. During the deliberation of the proposal, the board of directors of the company withdrew from the voting in accordance with the company law, listing rules and other laws and regulations and the articles of association, and the deliberation procedure was legal and effective. We express our independent opinions on this motion.
3. Independent 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 revised measures taken by the company to fill the diluted immediate return of this non-public offering are practical and feasible, which is conducive to improving the business scale and operating efficiency of the company, and requires relevant subjects to issue commitments to ensure performance, effectively protecting the interests of all shareholders. During the deliberation of the proposal, the board of directors of the company withdrew from the voting in accordance with the company law, listing rules and other laws and regulations and the articles of association, and the deliberation procedure was legal and effective. We express our independent opinions on this motion.
4. Independent 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 to the share subscription agreement signed by the company and the subscription object Shandong Jingda science and Technology Industry Development Co., Ltd., which came into force with conditions, complies with the provisions of national laws and regulations and other normative documents, the relevant terms are set reasonably, this connected transaction complies with the principles of openness, fairness and impartiality, and no acts and circumstances damaging the shareholders’ rights and interests, especially the rights and interests of minority shareholders are found, It will not affect the independence of listed companies. During the deliberation of the proposal, the board of directors of the company withdrew from the voting in accordance with the company law, listing rules and other laws and regulations and the articles of association, and the deliberation procedure was legal and effective. We express our independent opinions on this motion.
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