Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
The independent opinions of the independent directors on the matters related to the first meeting of the Fourth Board of directors are in accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidance for listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies and Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as the “company”) In accordance with the independent director system, the articles of association and other relevant provisions, as an independent director of the company, we have carefully verified the matters related to the first meeting of the Fourth Board of directors, and hereby express the following independent opinions:
1、 Independent opinions on the appointment of senior managers of the company
Upon review, the nomination and appointment procedures of the board of directors for the appointment of senior managers of the company comply with the relevant provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association and other relevant provisions, and the procedures are legal and effective. The senior managers employed this time have the ability and qualifications to perform relevant duties, there is no damage to the interests of the company and other shareholders, there is no case that they are not allowed to serve as senior managers of the company, and there is no case that they are determined as market prohibited by China Securities Regulatory Commission and the prohibition has not been lifted, Nor has he been subject to any punishment or punishment from the China Securities Regulatory Commission and Shenzhen Stock Exchange, nor has he been executed for breach of faith.
Therefore, we agree that the company shall appoint Mr. Chen Jian as the general manager, Mr. Chen genqing as the Deputy General Manager (Financial Director), Mr. LV Xiaoping as the deputy general manager, Mr. Li Zhanpeng as the deputy general manager, Mr. Bao Guangyu as the chief engineer, and Mr. Zhou Junhui as the deputy general manager and Secretary of the board of directors, Appoint Ms. Wu Xiaoqian as the chief financial officer of the company.
2、 Independent opinions on the proposal of early redemption of “Zhengyuan convertible bonds”
After deliberation, we believe that the exercise of the early redemption right of “Zhengyuan convertible bonds” and the determination of the redemption price of the company comply with the relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange The administrative regulations and the provisions on conditional redemption in the Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) prospectus for the issuance of convertible corporate bonds to unspecified objects, and the necessary approval procedures have been performed. We agree that the company redeems all “Zhengyuan convertible bonds” registered on the redemption registration date at the price of the face value of convertible bonds (RMB 100) plus the accrued interest of the current period.
3、 Independent opinions on using some idle self owned funds to purchase financial products
After deliberation, we believe that the company and its holding subsidiaries use some idle self owned funds with an amount of no more than RMB 150 million (including this amount), including but not limited to banks, fund companies, securities companies Financial products or fund products (excluding stocks and their derivatives, securities investment funds or products for securities investment purposes) issued by financial institutions such as insurance companies or trust companies shall have a term of no more than 12 months. Within the above limit, the funds can be recycled and rolled, which will not affect the company’s normal capital turnover needs and help to improve the company’s capital use efficiency, Improve the return on assets, increase the company’s income and seek more return on investment for the company’s shareholders without affecting the funds required for daily business activities, It complies with the relevant provisions of Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, and the company’s investment and financing decision-making management system. Therefore, we agree to the proposal on using some idle self owned funds to purchase financial products.
4、 Independent opinions on providing guarantee for holding subsidiaries
After deliberation, we believe that the company provides joint and several liability guarantee for the bank comprehensive credit business of the holding subsidiary Zhejiang Xiaolan Smart Technology Co., Ltd., mainly to ensure the normal needs of Xiaolan smart production and operation. This guarantee is the guarantee of the company for the holding subsidiary, which complies with relevant regulations, and its decision-making procedure is legal and effective. We agree with the company’s proposal on providing guarantee for holding subsidiaries, which does not need to be submitted to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) independent directors’ independent opinions on matters related to the first meeting of the Fourth Board of directors)
Independent director (signature):
Zhang Yaohui, Wu Xiongwei, Jin Xinhua
