Zhuhai Hokai Medical Instruments Co.Ltd(300273)
Independent opinions of independent directors on Zhuhai Hokai Medical Instruments Co.Ltd(300273) related matters
As an independent director of Zhuhai Hokai Medical Instruments Co.Ltd(300273) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws According to the relevant provisions of laws and regulations, normative documents and the Zhuhai Hokai Medical Instruments Co.Ltd(300273) articles of association, the relevant proposals considered at the 36th meeting of the Fifth Board of directors of the company have been carefully verified, and the independent opinions are as follows:
1、 Independent opinions on the election of non independent directors of the Fifth Board of directors
In view of the change of control of the company and the resignation of some non independent directors, Mr. Hao Zhenxi, the former controlling shareholder, and Beijing xingzhifu Technology Co., Ltd., the new controlling shareholder, reached an agreement through consultation. In order to further optimize the corporate governance structure and integrate advantageous resources, according to the company law, the articles of association and other relevant provisions, After the qualification review by the nomination and Remuneration Committee of the 5th board of directors of the company, the new controlling shareholders nominated Mr. Yu Zhichao, Mr. Fu Tao, Mr. Xian Kairen and Ms. Liu Yang as candidates for non independent directors of the 5th board of directors of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the Fifth Board of directors.
We believe that the election of new non independent directors due to the resignation of some non independent directors complies with the relevant provisions of the company law and the articles of association. After reviewing the relevant materials of the above non independent director candidates provided by the board of directors, we believe that the non independent director candidates meet the qualifications of directors of listed companies, and there is no situation that they are determined as prohibited by the CSRC and have not been lifted, There are also no conditions that prohibit employment in the company law, the standardized operation of companies listed on the gem, the guiding opinions on the establishment of independent director system in listed companies and the articles of association. The nomination and nomination procedures for non independent director candidates of the 5th board of directors of the company are legal and effective, without prejudice to the rights and interests of shareholders.
After deliberation, we agree to the nomination of the above non independent director candidates and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the election of independent directors of the Fifth Board of directors
In view of the change of control of the company and the resignation of the independent director, Mr. Hao Zhenxi, the former controlling shareholder, and Beijing xingzhifu Technology Co., Ltd., the new controlling shareholder, reached an agreement through consultation. In order to further optimize the corporate governance structure and integrate advantageous resources, in accordance with the company law, the company charter and other relevant provisions, after the qualification review of the nomination and Remuneration Committee of the Fifth Board of directors of the company, The new controlling shareholder nominated Ms. Wang Xiaoyan, Ms. Yu Wenbo and Ms. Ma Qingsong as candidates for independent directors of the Fifth Board of directors of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the Fifth Board of directors.
We believe that the election of new independent directors due to the resignation of independent directors complies with the relevant provisions of the company law and the articles of association. After reviewing the relevant materials of the above three independent director candidates provided by the board of directors, we believe that the independent director candidates meet the qualifications of independent directors of listed companies, and there is no situation that they are determined as prohibited by the CSRC and have not been lifted, There are also no conditions that prohibit employment in the company law, the standardized operation of companies listed on the gem, the guiding opinions on the establishment of independent director system in listed companies and the articles of association. At the same time, the three candidates for independent directors have the independence that independent directors must have and are qualified to serve as independent directors of the company. The nomination and nomination procedures for independent director candidates of the 5th board of directors of the company are legal and effective, without prejudice to the rights and interests of shareholders.
After deliberation, we agree to the nomination of the above three independent director candidates and agree to submit the proposal to the company’s first extraordinary general meeting in 2022 for deliberation. Among them, the three candidates for independent directors can be submitted to the general meeting of shareholders for deliberation only after they have been reviewed by Shenzhen Stock Exchange and have no objection.
3、 Independent opinions on signing supplementary agreement II of repayment agreement with Guangdong Branch of China Huarong Asset Management Co., Ltd. and providing guarantee by Hengyuan leasing
On July 27 and August 12, 2020, the company held the 14th meeting of the Fifth Board of directors and the third extraordinary general meeting of shareholders in 2020 respectively, and deliberated and adopted the proposal on the transfer of the creditor’s rights of Zhuhai Zhuhai Hokai Medical Instruments Co.Ltd(300273) Construction Investment Co., Ltd. held by the holding subsidiary Zhuhai Hengyuan Financial Leasing Co., Ltd. to Guangdong Branch of China Huarong Asset Management Co., Ltd.
In order to optimize the debt maturity structure, the company and its wholly-owned subsidiary Zhuhai Zhuhai Hokai Medical Instruments Co.Ltd(300273) Construction Investment Co., Ltd. intend to sign the supplementary agreement to the repayment agreement with China Huarong Asset Management Co., Ltd. Guangdong branch to optimize and adjust the above debt repayment plan, and Jiajian investment and the company will continue to be joint debtors during this period, The holding subsidiary Zhuhai Hengyuan Financial Leasing Co., Ltd. (hereinafter referred to as “Hengyuan leasing”) and Mr. Hao Zhenxi and Ms. Cai mengke continued to provide joint and several liability guarantee for the transfer of creditor’s rights during this period.
The company and Hengyuan leasing have the ability to control their operation and management risks during the guarantee period. The guarantee contents and decision-making procedures comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of GEM stocks, the guidelines for standardized operation of GEM listed companies and the articles of association of Shenzhen Stock exchange, There is no situation that damages the legitimate rights and interests of public shareholders. Therefore, we agree to submit the proposal to the general meeting of shareholders of the company for deliberation. (no text below)
(there is no text on this page, which is the signature page of independent opinions of Zhuhai Hokai Medical Instruments Co.Ltd(300273) independent directors on Zhuhai Hokai Medical Instruments Co.Ltd(300273) related matters) independent directors:
Mao Yiqiang
independent director:
AI Wen Chen
independent director:
Lu Xiaotian
January 12, 2022
