Chengdu Wintrue Holding Co.Ltd(002539) independent director
Independent opinions on matters related to the 31st meeting of the 5th board of directors
Chengdu Wintrue Holding Co.Ltd(002539) (hereinafter referred to as "the company") held the 31st meeting of the 5th board of directors on January 13, 2022. This meeting deliberated proposals such as the proposal on the company's compliance with the conditions for non-public development of shares and the proposal on the company's non-public development of shares. In accordance with the requirements of the company law of the people's Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association, As an independent director of the company, we have carefully checked and understood the relevant situation of the above proposal, and now express our independent opinions based on our independent judgment as follows:
1、 Independent opinions on the company's compliance with the conditions for non-public offering of shares
The company's non-public offering of shares complies with 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 of listed companies and other laws and regulations, as well as the relevant provisions of the articles of association, has the relevant issuance conditions and qualifications, and does not harm the interests of the company and its shareholders, especially small and medium-sized shareholders. The deliberation procedures of the board of directors comply with relevant laws and regulations and the articles of association. We unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the company's non-public offering plan and plan and the feasibility analysis report on the use of raised funds
This non-public offering conforms to the actual situation and development needs of the company, is conducive to enhancing the company's core competitiveness, improving sustainable profitability, and is in line with the company's long-term development objectives and the interests of shareholders. The Chengdu Wintrue Holding Co.Ltd(002539) non public offering stock plan and other documents prepared by the company comply with the provisions of relevant laws, regulations, rules and other normative documents such as the measures for the administration of securities issuance of listed companies. The pricing method of this non-public offering is fair and fair, and the content of the issuance plan and plan is reasonable and feasible, The purpose of the investment project with raised funds complies with the provisions of relevant national policies and the company's overall development strategy, the current situation and development trend of the company's industry, is necessary and feasible, and does not damage the interests of the company and shareholders, especially minority shareholders. The convening procedures and voting procedures of the company's meeting to consider matters related to the non-public offering of shares comply with the provisions of relevant laws, regulations and the articles of association, and the related directors have avoided voting when considering relevant proposals. We unanimously agree to the contents of the above proposals and agree to submit the above proposals to the general meeting of shareholders for deliberation. Related shareholders need to avoid voting when considering relevant proposals at the general meeting of shareholders.
3、 Independent opinions on the non-public offering share subscription agreement signed by the company and the person acting in concert with the actual controller and the non-public offering of shares involving related party transactions
1. The objects of the company's non-public offering of shares are no more than 35 specific objects, including Ms. Mou Jiayun, the concerted action of the company's actual controller. Therefore, the non-public offering involves related party transactions. This connected transaction complies with the principles of fairness, impartiality and openness, complies with the provisions of relevant national laws and regulations, and there is no transfer of interests. The conditional subscription agreement for non-public offering shares signed by the company and Ms. Mou Jiayun is legal and effective, the transaction pricing is fair and reasonable, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and other shareholders, especially non affiliated shareholders.
2. We have reviewed and issued prior approval opinions before the board of directors' meeting deliberates the related proposals on related party transactions. When the board of directors' meeting deliberates the proposals involving related party transactions, the related directors have avoided voting according to relevant regulations, and the convening, convening and voting procedures of the board of directors' meeting comply with laws, regulations Provisions of normative documents and the articles of association.
We unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation, and the related shareholders need to avoid voting.
4、 Independent opinions on submitting to the general meeting of shareholders for approval that the subscription object and its persons acting in concert are exempted from increasing the company's shares by offer
Before the non-public offering, Ms. Mou Jiayun, the controlling shareholder and actual controller of the company, Mr. Song Rui and Mr. Zhang Mingda, and the "abama Yuanxiang dividend No. 99 private securities investment fund" and "abama Yuanxiang dividend No. 100 private securities investment fund" managed by Zhuhai abama Asset Management Co., Ltd "Abama Yuanxiang dividend No. 31 private securities investment fund" and "abama Yuanxiang dividend No. 32 private securities investment fund" are persons acting in concert, holding 448826549 shares of the company, accounting for 44.43% of the total share capital of the company. After the completion of this non-public offering, assuming that the maximum number of shares issued is 303.03 million, since Ms. Mou Jiayun's subscription for this offering is not less than 200 million yuan, the proportion of the total number of shares held by Ms. Mou Jiayun and the persons acting in concert may exceed 44.43%.
Ms. Mou Jiayun made the following commitments on the restricted sale period of the shares issued this time: 1. If Ms. Mou Jiayun and her concerted actors hold no more than 2% of the shares issued by the company on the date of the end of this issuance, the shares issued this time shall not be transferred within 18 months from the date of the end of this issuance; 2. On the contrary, if Ms. Mou Jiayun and her persons acting in concert hold more than 2% of the issued shares of the company than 12 months before the end of this issuance, the shares subscribed for this issuance shall not be transferred within 36 months from the end of this issuance. Ms. Mou Jiayun's acquisition of new shares issued by the listed company in this non-public offering of shares complies with the exemption from making an offer as stipulated in Article 63 of the measures for the administration of the acquisition of listed companies.
We believe that it is not harmful to the legitimate rights and interests of the company and minority shareholders to request the general meeting of shareholders to approve Ms. Mou Jiayun and her persons acting in concert to be exempted from holding more shares of the company by offer. The deliberation, voting and other procedures of the board of directors are legal and compliant, and the related directors have avoided voting. We unanimously agree on the content of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation, and the related shareholders need to avoid voting.
5、 Independent opinions on the need to prepare the report on the use of the previously raised funds
Since the funds raised by non-public offering of shares were in place in 2015, the company has not raised funds through allotment of shares, additional issuance and issuance of convertible corporate bonds in the last five fiscal years. Therefore, we believe that the company's non-public offering of shares does not need to prepare the report on the use of the previously raised funds, which complies with the relevant provisions of the CSRC. The deliberation procedures of the board of directors comply with relevant laws and regulations and the articles of association. We unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on diluted immediate return, filling measures and commitments of relevant subjects of the company's non-public offering of shares
According to 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 Gong Zheng [2015] No. 31), The company has carefully analyzed the impact of the non-public offering of shares on the diluted immediate return, and put forward specific measures to fill the return; The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to ensure that the measures to fill the immediate return of the company can be effectively implemented.
We believe that the company's analysis on the impact of this non-public offering of shares on diluted immediate return, relevant filling measures and commitments of relevant subjects meet the requirements of relevant regulations and the interests of the company and all shareholders. The relevant deliberation procedures of the board of directors are legal and effective. We unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
7、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the company's non-public offering of shares
The general meeting of shareholders is requested to authorize the board of directors and the persons authorized by the board of directors to fully handle matters related to the non-public offering of shares, which is conducive to the efficient and orderly promotion of the non-public offering of shares. The specific authorization content and authorization period do not violate the provisions of relevant national laws and regulations, and there is no damage to the interests of the company and all shareholders. The deliberation procedures of the board of directors comply with relevant laws and regulations and the articles of association. We unanimously agree on the contents of the proposal and agree to submit the proposal to the general meeting of shareholders for deliberation.
Independent director: Huang Huan, Yu Hong, Wang Bingwang, Xin long January 13, 2022
