Hnac Technology Co.Ltd(300490) independent director
Independent opinions on matters related to the 15th meeting of the 4th board of directors
As an independent director of Hnac Technology Co.Ltd(300490) (hereinafter referred to as the "company"), in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 2 - standardized operation of GEM listed companies The independent directors rules of listed companies and other relevant laws, regulations and normative documents, as well as the articles of association of Hnac Technology Co.Ltd(300490) (hereinafter referred to as the "articles of association"), the working system of Hnac Technology Co.Ltd(300490) independent directors and other relevant provisions, based on independent judgment, We have carefully considered the issues related to the 15th meeting of the Fourth Board of directors and made the following independent opinions:
1、 Independent opinions on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
In accordance with 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 and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the "administrative measures") and other laws, regulations and normative documents, as well as the provisions of the articles of association, and in combination with the actual situation of the company, we believe that the company complies with the current laws The provisions of regulations and normative documents on the issuance of convertible corporate bonds by GEM listed companies to unspecified objects meet the conditions for issuing convertible corporate bonds to unspecified objects.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company's plan to issue convertible corporate bonds to unspecified objects
After verification, we believe that the company's plan to issue convertible corporate bonds to unspecified objects complies with the provisions of the company law, the securities law, the administrative measures and other laws, regulations and normative documents as well as the articles of Association; In line with the company's long-term development strategy, it is conducive to expanding the company's main business and improving profitability; It 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 its shareholders, especially the minority shareholders. This proposal involves related party transactions, and the voting procedures for the company's consideration of the proposal comply with relevant regulations. The related directors of relevant sub proposals have avoided voting, which complies with relevant national laws and regulations and the articles of association. We unanimously agree with the proposal and agree that the proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders of relevant sub proposals shall avoid voting.
3、 Independent opinions on the company's plan to issue convertible corporate bonds to unspecified objects
After verification, we believe that the plan complies with the provisions of the company law, the securities law, the administrative measures and other laws, regulations and normative documents as well as the articles of Association; Conform to the actual situation and development plan of the company; It 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 its shareholders, especially the minority shareholders. This proposal involves related party transactions. The voting procedures for the company's consideration of the proposal comply with relevant regulations. The related directors avoided voting, which complies with relevant national laws and regulations and the articles of association.
We unanimously agree to the proposal and agree that the proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders shall withdraw from voting.
4、 Independent opinions on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects
After verification, we believe that the company's issuance of convertible corporate bonds to unspecified objects is in line with the company's long-term strategic objectives and conducive to expanding the company's main business and improving profitability. The selection scope, quantity and standard of distribution objects are appropriate; The principles, basis, methods and procedures of issue pricing are reasonable; The issuance of convertible corporate bonds to unspecified objects is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company, its shareholders, especially small and medium-sized shareholders. This proposal involves related party transactions. The voting procedure of the company's consideration of the proposal complies with relevant regulations. The related directors avoided voting, which complies with relevant national laws and regulations and the articles of association.
We unanimously agree to the proposal and agree that the proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders shall withdraw from voting.
5、 Independent opinions on the feasibility analysis report on the use of funds raised by the company's issuance of convertible corporate bonds to unspecified objects
After verification, we believe that the report has made a full and detailed description of the use plan of the raised funds, the background and necessity of the investment projects of the raised funds, the feasibility of the investment projects of the raised funds, and the investment projects of the raised funds, It is helpful for investors to have a comprehensive understanding of the company's issuance of convertible corporate bonds to unspecified objects. The fund-raising project conforms to the national industrial policy and the company's strategic objectives, which is conducive to expanding the company's main business and improving profitability. The implementation of the project conforms to the interests of the company and all shareholders, and there is no situation that damages the interests of the company, its shareholders, especially the minority shareholders. This proposal involves related party transactions. The voting procedures for the company's consideration of the proposal comply with relevant regulations. The related directors avoided voting, which complies with relevant national laws and regulations and the articles of association.
We unanimously agree to the proposal and agree that the proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders shall withdraw from voting.
6、 Independent opinions on the report on the use of the company's previously raised funds
After verification, we believe that the company has carried out special account storage and special management for the previously raised funds, the disclosed information about the raised funds is timely, true, accurate and complete, and no violation of relevant laws and regulations is found.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the company's issuance of convertible corporate bonds to unspecified objects to dilute the immediate return, the company's proposed filling measures and the commitments of relevant subjects
In accordance with the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market, several opinions on further promoting the healthy development of the capital market, and the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and dilution of immediate return issued by the General Office of the State Council, etc, The company analyzed the impact of the issuance of convertible corporate bonds on the dilution of immediate return, and put forward specific measures to fill the return, and the relevant subjects made a commitment that the company's measures to fill the return can be effectively fulfilled. The filling measures to be taken by the company to dilute the immediate return are legal and compliant, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company, its shareholders, especially the minority shareholders.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the rules for the meeting of bondholders of convertible companies
After verification, we believe that the rules of convertible bondholders' meeting of the company comply with the provisions of the company law, the securities law, the administrative measures and other laws, regulations and normative documents as well as the articles of association. The meeting rules specify the rights and obligations of bondholders, can reasonably protect the interests of bondholders, and take into account the interests of the company and all shareholders.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on shareholder return planning for the next three years (2022-2024)
After verification, we believe that the shareholder return plan for the next three years (2022-2024) formulated by the board of directors of the company complies with the relevant provisions such as the notice on further implementing matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies and the articles of Association issued by the CSRC, It helps to improve and improve the company's sustained and stable dividend policy and supervision mechanism, increases the transparency and operability of profit distribution decisions, and helps to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on related party transactions involved in the issuance of convertible corporate bonds by the company to unspecified objects
After verification, we believe that in order to meet the capital needs of the company's development, expand the company's business scale and enhance the company's comprehensive competitiveness, the company plans to raise funds by issuing convertible corporate bonds to unspecified objects, And use part of the raised funds from this issuance to acquire 96.20% equity of Chengbu shanneng new energy Co., Ltd. (hereinafter referred to as "Chengbu shanneng") held by Huayu Investment Co., Ltd. (hereinafter referred to as "Huayu investment") (hereinafter referred to as "this transaction"). This transaction was made by the board of directors according to the objective needs of the company's strategic development, and there is no damage to the interests of the company and other non affiliated shareholders. The voting procedure of the company's consideration of the transaction proposal complies with relevant regulations, and the related directors have avoided voting, which complies with relevant national laws and regulations and the articles of association.
We unanimously agree to the proposal and agree that the proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders shall withdraw from voting.
11、 Proposal on the purchase of 96.20% equity of Chengbu shanneng new energy Co., Ltd. by Shenzhen qianhaihua self Investment Management Co., Ltd., a wholly-owned subsidiary of the company, and the signing of a conditional equity transfer agreement with the counterparty
After verification, we believe that: Shenzhen Qianhai Huazi Investment Management Co., Ltd. (hereinafter referred to as "Qianhai huazi"), a wholly-owned subsidiary of the company, signed the equity transfer agreement with effective conditions with Huayu investment, and Qianhai huazi acquired 96.20% of the equity of Chengbu shanneng new energy Co., Ltd. after careful consideration, It is conducive to consolidate and deepen the company's existing industrial layout, expand the company's business scale, and is of positive significance to the company's sustainable development. Huayu investment is a related party of the company. This transaction constitutes a related party transaction, but does not constitute a major asset reorganization. The acquisition plan is reasonable and feasible, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The amount of the acquisition transaction is 66.1665 million yuan, which does not need to be submitted to the general meeting of shareholders for deliberation. The review procedures comply with the provisions of the company law, the securities law and other laws and regulations, departmental rules, normative documents and the articles of association. The voting procedure of the company's consideration of the transaction proposal complies with relevant regulations, and the related directors have avoided voting, which complies with relevant national laws and regulations and the articles of association.
We all agreed on the motion.
12、 Proposal on the independence of the appraisal institution, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
For this transaction, the company hired Shenzhen Zhongkehua Assets Appraisal Co., Ltd. as the appraisal institution to evaluate the transaction value. The appraisal institution employed by the company for this transaction is an asset appraisal institution in line with the provisions of the securities law, which is independent, the premise of appraisal assumptions is reasonable, the appraisal purpose is relevant to the appraisal method, and the appraisal pricing is fair. The voting procedures reviewed by the company comply with relevant regulations, and the related directors have avoided voting, which complies with relevant national laws and regulations and the articles of association.
We all agreed on the bill
13、 Independent opinions on requesting the general meeting of shareholders of the company to authorize the board of directors and its authorized persons to handle the specific matters of issuing convertible corporate bonds to unspecified objects
After verification, we believe that submitting to the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of issuing convertible corporate bonds to unspecified objects and the scope of authorization are legal and compliant, which is conducive to promoting the rapid advancement of relevant matters and in the interests of the company and all shareholders.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
14、 Independent opinions on the company's application for comprehensive credit line and guarantee line from financial institutions and similar financial enterprises in 2022
After verification, we believe that the company and its wholly-owned subsidiaries, holding subsidiaries and their subsidiaries are expected to apply to the bank for a comprehensive credit line with a total amount of no more than RMB 2.8 billion in 2022, and in order to ensure the smooth completion of the comprehensive credit financing scheme, the company and its wholly-owned subsidiaries In 2022, the holding subsidiary intends to provide a guarantee line of no more than RMB 1.063 billion for the above comprehensive credit line of wholly-owned subsidiaries, holding subsidiaries and their subsidiaries within the scope of consolidated statements. This is in line with the actual business and strategic development needs of the company, which is conducive to optimizing the financing structure and reducing financial expenses.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
15、 Independent opinions on Amending the articles of Association
After verification, we believe that the company has revised the articles of association in accordance with the company law, the securities law, the guidelines for the articles of association of listed companies (2022) and the provisions of the legal rules issued by the China Securities Regulatory Commission and Shenzhen Stock Exchange. The review procedure for the matters of amending the articles of association is legal and effective, and there is no damage to the interests of the company and shareholders.
We unanimously agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
Hnac Technology Co.Ltd(300490) independent directors: Zeng Deming, Huang Jun, Jin Weiyu January 20, 2022
