Shanghai Nenghui Technology Co.Ltd(301046) independent directors
On matters related to the 26th meeting of the second board of directors of the company
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of 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 relevant laws, regulations and normative documents, as well as the working system of independent directors and Shanghai Nenghui Technology Co.Ltd(301046) articles of association, As an independent director of Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as “the company”), after carefully reviewing relevant materials and based on our independent position, we express the following opinions on relevant matters of the 26th meeting of the second board of directors of the company:
1、 Independent opinions on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
According to the relevant provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), through the certification analysis and self-examination of the company’s operation and related matters, we believe that all conditions of the company comply with the provisions of current laws and regulations on the issuance of convertible corporate bonds by companies listed on the gem to unspecified objects, Have the conditions for issuing convertible corporate bonds to unspecified objects.
Therefore, we unanimously agree that the company meets the conditions for issuing convertible corporate bonds to unspecified objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Opinions on the scheme of issuing convertible bonds to specific objects of the company
After review, we believe that the company’s plan to issue convertible corporate bonds to unspecified objects complies with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and is in line with the company’s long-term development objectives and the interests of all shareholders.
Therefore, we unanimously agree on the issue of convertible corporate bonds to unspecified objects and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s plan to issue convertible corporate bonds to unspecified objects
After review, we believe that the content of the plan for Shanghai Nenghui Technology Co.Ltd(301046) issuing convertible corporate bonds to unspecified objects prepared by the company is true, accurate and complete, and there are no false records, misleading statements or major omissions. The plan is formulated in combination with the actual situation of the company, which is in line with the long-term development objectives of the company and the interests of all shareholders, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree on the plan for the company to issue convertible corporate bonds to unspecified objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the demonstration and analysis report of the company’s plan to issue convertible corporate bonds to unspecified objects
After review, we believe that the demonstration and analysis report of Shanghai Nenghui Technology Co.Ltd(301046) issuing convertible corporate bonds to unspecified objects prepared by the company fully considers the current industry situation, future development trend and the needs of the company’s overall strategic layout, and fully demonstrates the background, necessity and feasibility of the implementation of this issuance. The plan is fair and reasonable, which will help the company accelerate the realization of its development strategic objectives, To improve the sustainable profitability and comprehensive strength, there is no situation that damages the interests of the company and all shareholders.
Therefore, we unanimously agree that the company will issue the demonstration and analysis report on the scheme of convertible corporate bonds to unspecified objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects
After review, we believe that the feasibility report on the use of the raised funds in this issuance has fully explained the use plan of the raised funds, the background and necessity of the project, the feasibility of the investment project of the raised funds and the investment project of the raised funds, which is conducive to investors’ Comprehensive understanding of this issuance. Therefore, we unanimously agree to the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the company’s issuance of convertible corporate bonds to unspecified objects, the measures to dilute the immediate return, fill the immediate return and the commitments of relevant subjects
After review, we believe that: the company’s analysis on the impact of the issuance of convertible corporate bonds to unspecified objects on the company’s main financial indicators and the proposed measures to fill the return, as well as the commitment of directors, senior managers, controlling shareholders and actual controllers to take filling measures for the diluted immediate return of the company’s issuance of convertible bonds, In line with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) The opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC are in line with the interests of the company and its shareholders, and there is no behavior damaging the interests of the company and all shareholders.
Therefore, we unanimously agree on the measures for diluting the immediate return, filling the immediate return and the commitments of relevant subjects when the company issues convertible corporate bonds to unspecified objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the planning of shareholders’ dividend return in the next three years (20222024)
After review, we believe that the shareholders’ dividend return plan for Shanghai Nenghui Technology Co.Ltd(301046) next three years (20222024) prepared by the board of directors of the company comprehensively analyzes the actual operation and development of the enterprise, shareholders’ requirements and wishes, social capital cost, external financing environment and other factors, and fully considers the current and future profit scale, development stage, operation and development plan, cash flow status, shareholder return, social capital cost The external financing environment is in line with the development needs of the company at this stage and in the next three years. On the premise of ensuring the normal operation and development of the company, dividends are distributed in cash, stocks or other ways stipulated by laws and regulations, and a sustainable, stable and scientific dividend mechanism is established, which is conducive to protecting the interests of shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree on the dividend return plan for shareholders of the company in the next three years (20222024), and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the meeting rules of convertible bondholders of the company
After review, we believe that the rules of bondholders’ meeting of convertible companies proposed by the company reasonably protect the interests of bondholders, take into account the interests of the company and all shareholders, and comply with the provisions of relevant laws and regulations.
Therefore, we unanimously agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the report on the use of the company’s previously raised funds
After reviewing the report on the use of Shanghai Nenghui Technology Co.Ltd(301046) previously raised funds prepared by the board of directors of the company, we believe that the company strictly abides by relevant laws and regulations, departmental rules and regulations, normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, as well as the relevant provisions of Shenzhen Stock Exchange and the company on the management and use of raised funds, and the information disclosed is true, accurate and reliable Completely reflect the management and use of the company’s previously raised funds, and there is no violation of laws and regulations.
Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. 10、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle the specific matters of issuing convertible corporate bonds to unspecified objects
After review, we believe that: submitting to the general meeting of shareholders of the company to authorize the board of directors of the company to fully handle the matters related to the issuance of Shanghai Nenghui Technology Co.Ltd(301046) convertible corporate bonds conforms to the relevant provisions of laws and regulations and the articles of association, which is conducive to the board of directors to effectively promote the matters related to the issuance of convertible corporate bonds and in the interests of the company.
Therefore, we unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. Independent directors: Wang Fang, Zhang MEIXIA, Liu DunNan May 20, 2022
