Hoshine Silicon Industry Co.Ltd(603260) independent directors
Independent opinions on relevant matters of the 11th meeting of the third board of directors
In accordance with the independent director rules of listed companies, the Listing Rules of 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" or "the company"), in the spirit of good faith and diligence, we hereby express the following independent opinions on the relevant matters considered at the 11th meeting of the third board of directors held on May 19, 2022:
1、 Independent opinions on the company's compliance with the conditions for non-public offering of shares
In accordance 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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, and in combination with the actual situation of the company, we unanimously believe that all conditions of the company meet the relevant provisions of current laws, regulations and normative documents on non-public offering of shares, Meet the conditions for non-public offering of shares. Therefore, we agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the company's non-public offering of A-Shares in 2022
The issuance plan of the company's non-public offering of shares is reasonable and feasible, and complies with the relevant 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 of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations. Therefore, we agree to the plan of this non-public offering of shares and submit this proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on matters of Hoshine Silicon Industry Co.Ltd(603260) 2022 plan for non-public development of a shares
The plan for non-public development of A-Shares in Hoshine Silicon Industry Co.Ltd(603260) 2022 prepared by the company is 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. Therefore, we agree to the plan for this non-public offering of shares and agree to submit relevant proposals to the general meeting of shareholders for deliberation.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by the company's non-public offering of a shares
The feasibility analysis report of Hoshine Silicon Industry Co.Ltd(603260) 2022 non-public Development Bank A-share raised funds prepared by the company complies with the provisions of regulations and normative documents such as the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public Development Bank shares of listed companies and so on. The investment funds raised by this non-public offering of shares meet the needs of relevant national industrial policies and the company's strategic development. After the implementation of the fund-raising investment project, it will help the company grasp the industry development trend and market opportunities, further strengthen the company's competitive advantage, promote the healthy and long-term development of the company, and meet the common interests of the company and all shareholders. Therefore, we agree with the feasibility analysis report and agree to submit the proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on the report on the use of the company's previously raised funds
The report on the use of Hoshine Silicon Industry Co.Ltd(603260) previously raised funds prepared by the company truly, accurately and completely reflects the use of the company's previously raised funds, and complies with the provisions of regulations and normative documents such as the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, and the provisions on the report on the use of previously raised funds. The use of the company's previously raised funds complies with the provisions of regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised 2022), and there is no illegal use and storage of raised funds. Therefore, we agree with the report and agree to submit the proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on signing the conditional effective share subscription agreement and related party transactions with specific objects (related parties)
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, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on submitting to the general meeting of shareholders for approval on the exemption of the actual controller of the company from issuing an offer for increasing the shares of the company
According to the relevant provisions of the measures for the administration of the acquisition of listed companies, the subscription of the shares issued by the company and the changes in the rights and interests of relevant shares by Ms. Luo Yi and Mr. Luo Yedong constitute the acquisition of listed companies. Whereas before this offering, Ms. Luo Yi, Mr. Luo Yedong and Mr. Luo Liguo were the joint actual controllers of the company, and if the shares with interests in the company exceed 50% of the issued shares of the company, and the continuous increase of their interests in the company will not affect the listing status of the company, The above circumstances are in line with the provisions of item (V) of paragraph 1 of Article 63 of the measures for the administration of the acquisition of listed companies, and the increase of shares in the company can be exempted from making an offer. Therefore, we agree to submit the matter to the general meeting of shareholders for deliberation and approval.
8、 Independent opinions on the filling measures of diluted immediate return after the company's non-public issuance of A-Shares and the commitments of relevant subjects
The company's analysis on the impact of non-public offering of shares on diluted immediate return and relevant filling measures comply with the provisions of relevant laws, regulations and normative documents and the overall interests of all shareholders.
The commitments made by the controlling shareholders, actual controllers, directors and senior managers of the company on the diluted immediate return and filling measures of the company's non-public offering of shares comply with the provisions of relevant laws, regulations and normative documents, which is conducive to protecting the legitimate rights and interests of minority shareholders.
Therefore, we agree to the diluted immediate return and filling measures of the non-public offering of shares and the commitment of relevant subjects to take filling measures for the diluted immediate return of the non-public offering of shares, and agree to submit relevant proposals to the general meeting of shareholders for deliberation.
9、 Independent opinions on the formulation of the dividend return plan for shareholders in Hoshine Silicon Industry Co.Ltd(603260) the next three years (20222024)
The dividend return plan for shareholders in Hoshine Silicon Industry Co.Ltd(603260) the next three years (20222024) prepared by the company conforms to the provisions of current laws, regulations and normative documents, conforms to the actual situation of the company, helps the company establish a sound, continuous and stable dividend policy and supervision mechanism, and helps to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors. Therefore, we agree to the plan for shareholders' dividend return for Hoshine Silicon Industry Co.Ltd(603260) next three years (20222024) formulated by the company and agree to submit this proposal to the general meeting of shareholders for deliberation. 10、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares
We believe that it is in line with relevant laws and regulations to request the general meeting of shareholders to authorize the board of directors to handle matters related to the company's non-public offering of shares. Therefore, we agree to submit this proposal to the general meeting of shareholders for deliberation.
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