Shaanxi Zhongtian Rocket Technology Co.Ltd(003009)
About the 12th meeting of the third board of directors of the company by independent directors
Independent opinions on relevant matters
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 measures for the administration of securities issuance by listed companies (hereinafter referred to as the “measures for the administration of issuance”) and the measures for the administration of convertible corporate bonds, Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) (hereinafter referred to as ” Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) ” and “the company”) intends to publicly issue convertible corporate bonds. The 12th meeting of the third board of directors of the company plans to consider relevant proposals on the public issuance of convertible corporate bonds.
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange and the Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) articles of Association (hereinafter referred to as the “articles of association”), as independent directors of the company, we are responsible to the company and all shareholders and based on independent judgment, Express the following independent opinions on the relevant proposals considered at the 12th meeting of the third board of directors of the company:
1、 Independent opinions on the company’s compliance with the conditions for public issuance of convertible corporate bonds
After verification, we believe that the company complies with the provisions on public issuance of convertible corporate bonds in the company law, securities law, issuance management measures and other laws, regulations and normative documents, and meets the conditions for public issuance of convertible corporate bonds. We agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company’s public issuance of convertible corporate bonds
After reviewing the company’s plan for this public offering of convertible corporate bonds, we believe that the company’s plan for this public offering of convertible corporate bonds is reasonable, practical and feasible, in line with the company’s actual situation and long-term development plan, and in line with the interests of the company and all shareholders. The contents of the company’s public offering of convertible corporate bonds are legal and compliant, and there is no damage to the interests of the company and minority shareholders. We agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s plan for public issuance of convertible corporate bonds
The company’s plan for the public offering of convertible corporate bonds complies with the provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of issuance. The contents of the plan are practical, taking into account the company’s industry and development status, business practice, capital demand, etc., and in line with the company’s industry status, industrial policies and development trend, It helps to broaden the company’s financing channels, optimize the company’s capital structure, provide financial support for the company’s development and promote the company’s sustainable development; There is no behavior that damages the interests of the company and all shareholders, especially minority shareholders. We agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by the company’s public offering of convertible corporate bonds
After reviewing the feasibility analysis report on the use of funds raised by the company’s public issuance of convertible corporate bonds prepared by the company, we believe that the report has made a full and detailed description of the use plan of the raised funds, which is conducive to investors’ comprehensive understanding of the public issuance of convertible corporate bonds. The investment project of the raised funds complies with the national industrial policies and the provisions of relevant laws, regulations and normative documents. The implementation of the proposed investment project is conducive to improving the company’s operating capacity and comprehensive competitive strength, promoting the company’s business development, in line with the company’s strategic development plan and in line with the interests of the company and all shareholders. We agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the report on the use of the company’s previously raised funds
After reviewing the Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) report on the use of previously raised funds prepared by the company, we believe that the contents of the report comply with the relevant provisions on the storage and use of raised funds in laws, regulations and normative documents such as the measures for the administration of issuance and the provisions on the report on the use of previously raised funds, The company has no illegal deposit and use of raised funds. We agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the risk prompt of diluting the immediate return by publicly issuing convertible corporate bonds and the filling measures taken by the company and the commitments of relevant subjects
The impact of the company’s public issuance of convertible corporate bonds on the company’s main financial indicators and the measures to be taken by the company comply with the provisions of relevant laws, regulations and normative documents and the overall interests of all shareholders. The commitments made by the controlling shareholders, directors and senior managers of the company on the diluted immediate return and filling measures of the company’s public issuance of convertible corporate bonds comply with the provisions of relevant laws, regulations and normative documents, which is conducive to protecting the legitimate rights and interests of minority shareholders. We agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on whether the company has horizontal competition and the effectiveness of measures to avoid horizontal competition
After verification, we believe that there is no horizontal competition between the company and the controlling shareholders, actual controllers and other subordinate enterprises under their control. The controlling shareholders and actual controllers of the company strictly abide by their commitment to avoid horizontal competition, do not violate their commitment to avoid horizontal competition, and do not damage the interests of the company and minority shareholders; The commitments made by the controlling shareholders and actual controllers to avoid horizontal competition are effective and feasible. The actual controllers of the company and the units under their control have taken measures to avoid horizontal competition with the company in the future. The above measures are legal and effective. The performance and measures of the above commitments are conducive to safeguarding the legitimate rights and interests of the company and minority shareholders. After the implementation of the convertible bond raised investment project, there will be no new horizontal competition, no new horizontal competition with the controlling shareholders, actual controllers and other enterprises under their control, significantly unfair related party transactions, or seriously affect the independence of the company’s production and operation.
8、 Independent opinions on the formulation of the Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) bondholders’ meeting rules for public issuance of convertible corporate bonds
After review, we believe that the contents of the bondholders’ meeting rules for Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) public issuance of convertible corporate bonds are legal and compliant, which is conducive to protecting the legitimate rights and interests of bondholders and taking into account the interests of the company and all shareholders. We agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation. 9、 Independent opinions on the planning of shareholders’ dividend return in the next three years (2022-2024)
After review, we believe that the plan on shareholders’ dividend return for the next three years (2022-2024) prepared by the company complies with the notice on further implementing matters related to cash dividends of listed companies, regulatory guidelines for listed companies No. 3 – cash dividends of listed companies, articles of association and other relevant provisions of the CSRC, and is conducive to improving and perfecting the company’s scientific A sustained and stable dividend policy and supervision mechanism ensure the reasonable return on investment of shareholders and increase the transparency and operability of dividend decision-making, which is conducive to protecting the legitimate rights and interests of minority shareholders.
We agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the by election of directors of the company
After verification, we believe that the nomination procedure of the candidates for the third session of the board of directors in this by election is standardized and in line with the relevant provisions of the company law and the articles of Association; After carefully reviewing the personal resume and other information of the candidates for the by election of the third board of directors of the company, we believe that Mr. Li Jian and Mr. Ning Xinghua, the candidates for the by election of the third board of directors of the company, have the qualifications and work experience to perform relevant duties; The candidates for the by election of the third board of directors of the company are not allowed to serve as directors of the company as stipulated in the company law and other relevant laws and regulations, nor are they determined by the CSRC to be prohibited from the market and the prohibition has not been lifted. The qualifications of the above relevant personnel meet the requirements for serving as directors of listed companies and are competent for the duties of the positions they are employed, Comply with the relevant provisions of the company law and the articles of association. We agree that the shareholders Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute of the company nominate Mr. Li Jian and Mr. Ning Xinghua as directors of the third board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
To sum up, we agree to the matters related to the public issuance of convertible corporate bonds, agree to the above proposal, and agree to submit the proposal related to the public issuance of convertible corporate bonds to the general meeting of shareholders of the company for deliberation.
Independent directors: Gu Xiujuan, Wang Zhigang, Shao Fangxian January 19, 2022
