Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850)
Independent opinions of independent directors on matters related to the 12th meeting of the third board of directors
In accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange, the articles of association and other relevant provisions, as independent directors of Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) (hereinafter referred to as the "company"), based on the independent, objective and cautious position, we have carefully reviewed the relevant materials, Express the following independent opinions on the relevant proposals considered at the 12th meeting of the third board of directors: I. The independent opinions on the proposal that the company meets the conditions for issuing convertible corporate bonds to unspecified objects have been reviewed, We believe that: in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") in force The provisions and requirements of laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the "measures for the administration of gem registration") on the issuance of convertible corporate bonds to unspecified objects, and the company has the qualifications and conditions to issue convertible corporate bonds to unspecified objects.
We agree that the company will issue convertible corporate bonds to unspecified objects.
2、 Independent opinions on the proposal of the company on issuing convertible corporate bonds to unspecified objects
After review, we believe that the company's plan to issue convertible corporate bonds to unspecified objects is feasible, and the types, issuance scale, par value and issuance price, bond term, term and method of interest payment, conversion term, determination and adjustment of conversion price, downward correction terms of conversion price How to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion, redemption terms, resale terms, ownership of relevant dividends in the year of conversion, issuance methods and objects, arrangements for placing to original shareholders, matters related to bondholders' meetings, purpose of raised funds, management and deposit account of raised funds, guarantee matters, validity period of issuance plan The rating matters comply with the company law, the securities law, the measures for the administration of gem registration and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The purpose of the raised funds and the proposed investment projects comply with the national industrial policies and have a good market prospect. The completion of this issuance is conducive to improving the asset quality, improving the financial situation and enhancing the sustainable profitability of the company, which is in line with the long-term development objectives of the company and the interests of all shareholders.
We agree to the relevant contents of the proposal and submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the proposal on the company's plan to issue convertible corporate bonds to unspecified objects
After review, we believe that the company's plan for issuing convertible corporate bonds to unspecified objects comprehensively considers the company's development strategy, development trend of relevant industries, financial status, capital demand and other conditions, and fully demonstrates the necessity of issuing bonds, the appropriateness of the selection scope, quantity and standard of issuing objects, and the principle, basis and pricing of this issuance The rationality of methods and procedures, as well as the fairness and rationality of the issuance plan, are in line with the interests of the company and shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, and comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen stock exchange and the articles of association.
We agree to the relevant contents of the proposal and submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the proposal on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects
After review, we believe that the demonstration and analysis report of the company's issuance of convertible corporate bonds to unspecified objects comprehensively considers the company's development strategy, development trend of relevant industries, financial status, capital demand, etc., and fully demonstrates the necessity of the issuance of bonds, the appropriateness of the selection scope, quantity and standard of the issuance objects, and the pricing principle of the issuance The rationality of the basis, methods and procedures, as well as the fairness and rationality of the issuance plan, are in line with the interests of the company and shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, and comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association of the company.
We agree to the relevant contents of the proposal and submit the proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on the proposal on the feasibility analysis report of the company's project of issuing convertible corporate bonds to unspecified objects to raise funds
After review, we believe that the use of the funds raised by the company's issuance of convertible corporate bonds is in line with relevant national industrial policies and the company's overall strategic development plan, in line with the company's long-term development objectives and the interests of shareholders. The implementation of the project is conducive to improving the company's comprehensive competitiveness, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, Comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association.
We agree to the relevant contents of the proposal and submit the proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on the proposal on the report on the use of the previously raised funds
After review, we believe that the deposit and use of the company's previously raised funds comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, comply with the relevant provisions of the company's measures for the administration of the use of raised funds, and there is no illegal use of raised funds.
We agree to the relevant contents of the proposal and submit the proposal to the general meeting of shareholders for deliberation.
7、 Independent opinions on the proposal on the company's issuance of convertible corporate bonds to unspecified objects to dilute the immediate return, measures to fill the return and relevant commitments
After review, we believe that the company's analysis on the impact of the issuance of convertible corporate bonds on the dilution of immediate return, the measures to fill the return and the commitments of relevant subjects are in line with the several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) 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) 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) and other relevant laws, regulations and normative documents, It meets the requirements of the company's actual operation and sustainable development, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
We agree to the relevant contents of the proposal and submit the proposal to the general meeting of shareholders for deliberation.
8、 Independent opinions on the proposal on the formulation of the company's dividend return plan for shareholders in the next three years (2022-2024)
After review, we believe that the company has formulated a stable and positive profit distribution plan for the next three years on the premise of fully considering the company's actual operation, long-term interests and the overall interests of all shareholders, and the company's Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) shareholder dividend return plan for the next three years (2022-2024) can achieve sustainable and Stable return on investment and taking into account the sustainable development of the company, in line with the spirit of the company law, the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant documents, as well as the provisions of the articles of association, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
We agree to the relevant contents of the proposal and submit the proposal to the general meeting of shareholders for deliberation.
9、 Independent opinions on the proposal on the rules of the meeting of holders of convertible corporate bonds issued to unspecified objects
After review, we believe that the rules of bondholders' meeting of Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) convertible companies prepared by the company comply with the relevant provisions of laws and regulations and the actual situation of the company. The rules are conducive to defining the rights and obligations of bondholders' meeting and protecting the legitimate rights and interests of bondholders.
We agree to the relevant contents of the proposal and submit the proposal to the general meeting of shareholders for deliberation.
10、 Independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the issuance of convertible corporate bonds to unspecified objects
After review, we believe that the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the specific matters of issuing convertible corporate bonds to non-specific objects. The authorization content is within the scope of authority of the general meeting of shareholders. The relevant authorization arrangements are conducive to promoting the implementation of issuing convertible corporate bonds to specific objects and in line with the interests of the company and shareholders.
We agree to the relevant contents of the proposal and submit the proposal to the general meeting of shareholders for deliberation.
11、 Independent opinions on the proposal on resignation of independent directors and by election of independent directors
After review, we believe that the nomination procedures of independent director candidates comply with relevant laws and regulations and the articles of association, and the nomination procedures are legal and effective; According to the educational background, work experience and qualifications of independent directors, the candidates for independent directors have the qualifications and abilities suitable for the exercise of their functions and powers, and the candidates for independent directors have the independence required by the securities regulatory authorities. There are no circumstances stipulated in Article 146 of the company law, and there is no case of being banned from the securities market by the CSRC, which is in line with the company law, the articles of association and other relevant provisions.
We agree to nominate Mr. Chen mingcan as the candidate for independent director of the third board of directors of the company. The information of independent director candidates shall be submitted to Shenzhen stock exchange for review, and can be submitted to the general meeting of shareholders of the company for review only after there is no objection.
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(there is no text on this page, which is the signature page of Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) independent directors' independent opinions on matters related to the 12th meeting of the third board of directors)
Signatures of all independent directors:
Wang Xiaoying, Wang Jianmin, Lei Xianqing
specific date
