Zhejiang Qianjiang Motorcycle Co.Ltd(000913) : prior approval opinions of independent directors on matters related to the sixth meeting of the eighth board of directors independent directors of Zhejiang Motorcycle Co., Ltd
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and other laws and regulations Normative documents and articles of association of Zhejiang Motorcycle Co., Ltd. (hereinafter referred to as “articles of association”), as independent directors of the company, we received relevant materials of this transaction before the notice of the sixth meeting of the eighth board of directors of the company was issued, listened to the report of relevant personnel on this matter, and carefully studied the meeting materials. Now we express our prior approval opinions on this matter as follows:
(I) prior approval opinions on the company meeting the conditions for non-public offering of shares
This non-public offering of shares complies with the provisions of the company law, the securities law, the listing rules, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, as well as the articles of association, and the company complies with the conditions for non-public offering of shares by listed companies.
(II) prior approval opinions on the company’s non-public offering plan and plan
The content of the company’s plan and plan for this non-public offering of shares is practical. It comprehensively considers 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. It can further optimize the company’s capital structure, improve the company’s anti risk ability, further expand the company’s development space and improve the company’s long-term sustainable development ability. The transaction does not violate the principles of openness, fairness and impartiality, and does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders.
(III) prior approval opinions on the feasibility analysis report on the use of funds raised by the company’s non-public offering of shares
The use plan of the funds raised by the company’s non-public offering complies with relevant policies, laws and regulations, as well as the overall strategic development plan of the company in the future, which is in line with the interests of the company and all shareholders.
(IV) prior approval opinions on the signing of conditional non-public development bank share subscription agreement and related party transactions between the company and the subscription object
The subscription object of the company’s non-public offering of shares complies with the provisions of the detailed rules for the implementation of non public offering of shares by listed companies and other laws and regulations. The subscription object of the non-public offering of shares is Geely maijie Investment Co., Ltd. (hereinafter referred to as “Geely maijie”), which is a company controlled by the actual controller of the company, Geely Technology Group Co., Ltd., the current controlling shareholder of the company, signed the share transfer agreement on Zhejiang Qianjiang Motorcycle Co.Ltd(000913) with Geely maijie. Geely Technology Group Co., Ltd. transferred its shares to Geely maijie through agreement transfer. After completion, Geely maijie held 135 million shares of the company. Therefore, Geely maijie’s subscription for the non-public offering constitutes a connected transaction. The company’s non-public offering of shares involves related party transactions, which comply with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other laws, regulations and the articles of association. The pricing mechanism is fair and reasonable, and the related party transactions will perform the necessary internal decision-making procedures, without damaging the interests of the company and shareholders, especially the interests of minority shareholders.
(V) prior approval of the proposal of the board of directors to request the general meeting of shareholders to approve Geely maijie and its persons acting in concert to be exempted from holding more shares of the company by tender offer
Geely maijie has promised that the shares subscribed by Geely maijie shall not be transferred within 36 months from the end of this non-public offering. After the approval of the non affiliated shareholders of the general meeting of shareholders of the company, Geely maijie’s acquisition of new shares issued by the listed company in this non-public offering complies with the exemption from making an offer stipulated in Article 63 of the measures for the administration of the acquisition of listed companies. The board of directors requests the general meeting of shareholders to agree that Geely maijie and its persons acting in concert are exempt from increasing the shares of the company by offer, and there is no situation that damages the legitimate rights and interests of the company and minority shareholders.
(VI) prior approval opinions on the proposal that there is no need to prepare the report on the use of the funds raised in the previous time. The company has received the funds raised in the previous time for more than five fiscal years. According to the measures for the administration of securities issuance of listed companies and the provisions on the report on the use of the funds raised in the previous time issued by the CSRC, the company does not need to prepare the report on the use of the funds raised in the previous time for the non-public offering of shares.
(VII) prior approval of the proposal on the impact of the company’s non-public offering of A-Shares on the company’s main financial indicators and the measures to be taken by the company
The diluted immediate return and filling measures of the company’s non-public offering of A-Shares and the measures to be taken by relevant subjects are legal, compliant and feasible, which is conducive to protecting the interests of all shareholders, especially the legitimate rights and interests of minority shareholders.
(VIII) prior approval opinions on the company’s proposal to the general meeting of shareholders to authorize the board of directors to handle specific matters of non-public offering of shares
The board of directors requests the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s non-public offering of shares, which is conducive to the efficient and orderly implementation of the work related to the non-public offering of shares. The specific authorization content and authorization period comply with the relevant provisions of the law and the articles of association. There is no situation that damages the interests of the company and all its shareholders, especially the minority shareholders.
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