Hoshine Silicon Industry Co.Ltd(603260) independent directors
On matters related to the 11th meeting of the third board of directors of the company
Prior approval opinion
In accordance with the rules for independent directors of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange, the articles of association and other relevant provisions, as independent directors of Hoshine Silicon Industry Co.Ltd(603260) (hereinafter referred to as the “company”), we, based on the position of independent judgment, are responsible to the company and all shareholders and adhere to the principle of seeking truth from facts, We hereby express our prior approval opinions on the relevant matters to be submitted to the 11th meeting of the third board of directors for deliberation as follows:
1. The objects of non-public offering of shares of the company 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, non-public offering constitutes a connected transaction. 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.
2、 The 11th meeting of the third board of directors of the company will consider the proposal on the company’s compliance with the conditions for non-public development of a shares, the proposal on the company’s 2022 non-public development of a shares, the proposal on the plan for Hoshine Silicon Industry Co.Ltd(603260) 2022 non-public issuance of a shares, and the proposal on the feasibility analysis report on the use of funds raised by non-public development of A-Shares Proposal on the report on the use of the company’s previously raised funds, proposal on signing the 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 development of A-Shares and the commitment of relevant subjects The proposal on formulating the plan for shareholders’ dividend return for Hoshine Silicon Industry Co.Ltd(603260) next three years (20222024) and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public development of shares have been submitted to us for review. When the board of directors of the company considers the proposal involving related party transactions, the related directors shall withdraw from voting according to the regulations. At the same time, when relevant proposals are submitted to the general meeting of shareholders for deliberation, related shareholders shall also avoid voting, and the deliberation procedures of related party transactions shall comply with the provisions of relevant laws, regulations and normative documents.
To sum up, we believe that this non-public offering of shares does not harm the interests of the company and other shareholders, especially minority shareholders, and complies with the provisions of relevant national laws, regulations and normative documents. As an independent director of the company, we recognize the non-public offering of shares and agree to submit the proposals related to the non-public offering of shares to the board of directors for deliberation.
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