Hoshine Silicon Industry Co.Ltd(603260) board of directors audit committee
Written review opinions on related party transactions involved in the company’s non-public offering of A-Shares in 2022
As a member of the audit committee of the board of directors of Hoshine Silicon Industry Co.Ltd(603260) (hereinafter referred to as “the company”) in accordance with the company law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange, the governance standards of listed companies and other laws, regulations and normative documents, as well as the Hoshine Silicon Industry Co.Ltd(603260) articles of Association (hereinafter referred to as “the articles of association”), After reviewing the proposal on the company’s compliance with the conditions for non-public offering of shares, the proposal on the company’s 2022 non-public offering of a shares, the proposal on the plan for Hoshine Silicon Industry Co.Ltd(603260) 2022 non-public offering of a shares, the proposal on the feasibility analysis report on the use of funds raised by the company’s non-public offering of a shares, and the proposal on the report on the use of funds raised by the company last time Proposal on signing a conditional effective share subscription agreement and related party transactions with specific objects (related parties), proposal on requesting the general meeting of shareholders to approve the exemption of the company’s actual controllers from issuing offers for increasing the company’s shares, proposal on the filling measures for the diluted immediate return after the company’s non-public issuance of A-share tickets and the commitments of relevant subjects, and proposal on formulating the Hoshine Silicon Industry Co.Ltd(603260) next three years (20222024) The written review opinions are as follows:
1. We believe that the contents of Hoshine Silicon Industry Co.Ltd(603260) 2022 plan for non-public development of A-Shares prepared by the company are true, accurate, complete and feasible, and there are no false records, misleading statements or major omissions, Comply with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan and issuance report of non-public offering of shares by listed companies and other regulations and normative documents, There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
2. The objects of this non-public offering are Ms. Luo Yi and Mr. Luo Yedong. Ms. Luo Yi and Mr. Luo Yedong are the shareholders and actual controllers of the company. At the same time, Ms. Luo Yi serves as the vice chairman of the company and Mr. Luo Yedong serves as the director and general manager of the company. Therefore, this non-public offering constitutes a connected transaction, We believe that the related party transactions involved in this non-public offering of shares comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies and other laws and regulations, as well as the relevant provisions of the articles of association, and are in line with the interests of the company and all shareholders. The reasons for the transaction between the two parties of the related party transaction are reasonable and sufficient, the pricing principles and methods of the related party transaction are appropriate and reasonable, and the related matters of the related party transaction will perform the necessary internal decision-making procedures of the related party transaction. The related party transaction does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and its shareholders, especially the minority shareholders. The conditional share subscription agreement signed by the company with Luo Yi and Luo Yedong is the true intention of both parties. The form, content and signing procedure of the agreement comply with the provisions of relevant laws, regulations and normative documents. Therefore, we agree to the conditional effective share subscription agreement signed by the company with Luo Yi and Luo Yedong respectively
3. Since this public offering is in line with the interests of the company and all shareholders of the company, we agree that the company will submit the above proposals related to this non-public offering to the board of directors and the general meeting of shareholders for deliberation. At that time, the related directors and related shareholders of the company shall avoid voting on the proposals related to related transactions.
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