Xinxiang Chemical Fibre Co.Ltd(000949) : prior approval opinions of independent directors on matters related to the 22nd Meeting of the 10th board of directors

Xinxiang Chemical Fibre Co.Ltd(000949) independent director

Prior approval opinions on matters related to the 22nd Meeting of the 10th board of directors

Xinxiang Chemical Fibre Co.Ltd(000949) (hereinafter referred to as “the company”) held the 22nd Meeting of the 10th board of directors on May 19, 2022.

As independent directors of the company, in accordance with the requirements of the standards for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other provisions of the CSRC, and in accordance with the provisions of laws, regulations and normative documents such as 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, and the detailed rules for the implementation of non-public offering of shares by listed companies, Carefully checked the matters related to the 22nd Meeting of the 10th board of directors and issued the following prior approval opinions:

1、 The company’s opinion on non-public issuance of shares meets the conditions in advance

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 of 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 damaging 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 22nd Meeting of the 10th board of directors for deliberation.

2、 Prior approval 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, taking into account the company’s industry and development status, business practice, capital demand, etc., which is in line with 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 2022 non-public development plan and the proposal on the company’s 2022 non-public development plan, and agreed to submit them to the 22nd Meeting of the 10th board of directors for deliberation.

3、 Prior approval opinions on the feasibility analysis report on the use of funds raised by the company’s non-public offering of shares

1. After reviewing the proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2022, we believe that the use of funds raised by the company’s non-public offering is in line with relevant national industrial policies and the overall development direction of the company in the future, and has good market prospects and economic benefits. After the funds raised from this non-public offering are in place and used, it is conducive to improving the company’s capital structure, reducing financial risks, improving profitability and promoting the sustainable and healthy development of the company’s business.

2. We unanimously agree to the proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2022, and agree to submit it to the 22nd Meeting of the 10th board of directors for deliberation.

(there is no text on this page, which is the signature page of Xinxiang Chemical Fibre Co.Ltd(000949) independent directors’ prior approval opinions on matters related to the 22nd Meeting of the 10th board of directors) independent directors:

Shang Xianwu, long Zhou Yangmin

May 19, 2022

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