Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
Independent opinions of independent directors on matters related to the 36th meeting of the ninth board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies, the 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 and normative documents, as well as the relevant provisions of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) articles of Association (hereinafter referred to as the “articles of association”), As an independent director of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as “the company”), based on the position of independent judgment, in the attitude of being responsible to the company and all shareholders, and adhering to the principle of seeking truth from facts, he carefully checked the relevant matters of the 36th meeting of the ninth board of directors and expressed the following independent opinions:
1、 Independent opinions on matters related to the public issuance of convertible corporate bonds
The company’s public issuance of convertible corporate bonds complies with the relevant provisions of the company law, 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 on the public issuance of convertible corporate bonds, meets the requirements of relevant national industrial policies and the needs of the company’s strategic development, helps the company improve its profitability and economic benefits, and is in line with the company’s long-term development objectives and the interests of all shareholders. The deliberation procedures of this public offering of convertible bonds comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the proposal related to the company’s public offering of convertible corporate bonds.
In combination with relevant regulations, we express independent opinions on the relevant proposals of this public offering of convertible corporate bonds as follows:
1. The company complies with the relevant provisions of the company law, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies and other laws, regulations and normative documents on the public issuance of convertible corporate bonds, and is qualified for the public issuance of convertible corporate bonds.
2. The revision of the issuance scale, amount and purpose of raised funds and the validity period of the issuance plan of convertible corporate bonds issued by the company is based on the consideration of the company’s operation and development. The revised convertible corporate bond scheme of the company complies with the provisions on the public issuance of convertible corporate bonds in relevant laws, regulations, rules and other normative documents, meets the requirements of relevant national industrial policies and the needs of the company’s strategic development, helps the company improve its profitability and economic benefits, and conforms to the long-term development objectives of the company and the interests of all shareholders.
3. The revision of the company’s plan for public issuance of convertible corporate bonds is mainly based on the adjustment of the plan for public issuance of convertible corporate bonds and combined with the actual situation of the company, which is in line with the provisions on public issuance of convertible corporate bonds in relevant laws, regulations, rules and other normative documents, and in line with the actual situation of the company.
4. According to the company’s revised plan for public issuance of convertible corporate bonds and the latest actual situation, the company synchronously revised the relevant contents in the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds. The revised feasibility analysis report on the use of funds raised by Shandong Hi-Speed Road&Bridge Co.Ltd(000498) public issuance of convertible corporate bonds synchronously adjusts the background, necessity and feasibility of the project and the importance of the project to the future development of the company, and makes a full and detailed description, which is in line with the actual situation of the company and the interests of all shareholders. 5. According to the revised plan for public issuance of convertible corporate bonds and the latest actual situation, the company has correspondingly revised the filling measures for diluted immediate return of public issuance of convertible corporate bonds and the commitments of relevant subjects. The filling measures taken for the updated diluted immediate return are practical and feasible, and the controlling shareholders, directors The commitment of senior managers to take compensation measures for the diluted immediate return of the company’s public issuance of convertible corporate bonds can effectively reduce the dilution impact of the public issuance of convertible corporate bonds on the company’s immediate return, improve the company’s sustainable return ability, protect the interests of all shareholders, and comply with the provisions of relevant laws, regulations and normative documents.
The deliberation procedures of this public offering of convertible bonds comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the proposal related to the company’s public offering of convertible corporate bonds.
2、 Independent opinions on the report on the use of the company’s previously raised funds
The company has prepared the report on the use of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) previously raised funds as of March 31, 2022, for which ShineWing Certified Public Accountants (special general partnership) has issued an assurance report. The report on the use of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) previously raised funds prepared by the company according to the latest actual situation truthfully, accurately and completely reflects the deposit and use of the company’s previously raised funds, without false records, misleading statements and major omissions, and complies with relevant laws and regulations and the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of raised funds. The company can strictly abide by laws, regulations and relevant regulations and requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the use of raised funds, and there is no violation of laws and regulations in the storage and use of raised funds in the previous time.
Independent directors: Su Yuhai, Wei Shirong, Zhang Hong and Li Fengshou May 23, 2022
