Xinxiang Chemical Fibre Co.Ltd(000949) independent director
Independent opinions on matters related to the 22nd Meeting of the 10th board of directors
As an independent director of Xinxiang Chemical Fibre Co.Ltd(000949) (hereinafter referred to as “the company”), we have carefully reviewed the relevant documents of the company in accordance with the provisions of laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and the working system of independent directors, Based on the position of independent judgment, we reviewed the proposals on relevant matters of the 22nd Meeting of the 10th board of directors of the company, and made the following independent opinions:
1、 Independent opinions on the company’s compliance with the conditions for non-public offering of shares
1. The company’s plan for this non-public offering of shares complies with the provisions of laws, regulations and normative documents such as the company law, the securities law, 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 the company meets the relevant conditions for non-public offering of shares.
2. The plan of the company’s non-public offering of shares is reasonable and feasible, in line with the company’s long-term development plan and the interests of all shareholders, and there is no situation that damages the interests of the company and minority shareholders.
3. We unanimously agreed to the proposal on the company’s eligibility for non-public offering of shares and agreed to submit it to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the company’s non-public offering plan and plan in 2022
1. The formulation of the plan and plan for the non-public offering of shares, the issuing price and the pricing principle are in line with the provisions of the company law, the securities law, 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, regulations and normative documents.
2. The content of the company’s plan for this non-public offering of shares is practical and feasible. It comprehensively considers the company’s industry and development status, business practice, capital demand and other conditions, conforms to the current situation and development trend of the company’s industry, helps to optimize the company’s capital structure, improve the company’s core competitiveness and promote the sustainable development of the company; There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3. We unanimously agreed to the proposal on the company’s non-public development plan and the proposal on the company’s non-public development plan, and agreed to submit them to the company’s second extraordinary general meeting in 2022 for deliberation.
3、 Independent opinions on the feasibility analysis report on the use of the funds raised by the company’s non-public offering
1. The use of the funds raised by the company’s non-public offering complies with relevant laws and regulations, national policies and the company’s overall strategic development plan in the future; After the issuance, the company’s capital structure will be optimized and its anti risk ability will be further enhanced, which is in line with the interests of the company and all shareholders.
2. We unanimously agreed to the proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company, and agreed to submit it to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 Independent opinions on risk tips and filling measures of diluted immediate return of non-public offering of shares and commitments of relevant subjects
1. The company has carefully, prudently and objectively analyzed the impact of this non-public offering on the dilution of immediate return, and put forward specific measures to fill the return. The controlling shareholders, directors and senior managers of the company have made relevant commitments to the filling measures, which are in line with the provisions of relevant laws, regulations and normative documents, as well as the requirements of the company’s actual operation and sustainable development, There is no situation that damages the interests of the company or all shareholders. It is conducive to protecting the legitimate rights and interests of investors, and there is no behavior damaging the interests of the company and all shareholders, especially small and medium-sized shareholders.
2. We unanimously agree to the proposal of diluting the immediate return and filling measures of the company’s non-public offering of shares and the commitments of relevant subjects, and agree to submit it to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5、 Independent opinions on the special report on the use of the company’s previously raised funds
1. After reviewing the report, we believe that the company strictly abides by the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the storage and use of raised funds, the disclosed information on the use of raised funds is true, accurate and complete, and there is no violation of the storage and use of raised funds.
2. We unanimously agreed to the proposal on the special report on the use of the previously raised funds of the company and agreed to submit it to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
In conclusion, we believe that the company’s non-public offering of shares is legal and compliant, and there is no harm to the interests of the company and all shareholders. We agree to submit the above relevant proposals to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(there is no text on this page, which is the signature page of Xinxiang Chemical Fibre Co.Ltd(000949) independent directors’ independent opinions on matters related to the 22nd Meeting of the 10th board of directors of the company) independent directors:
Shang Xianwu, long Zhou Yangmin
May 19, 2022
