Shanxi Huaxiang Group Co.Ltd(603112) independent director
As an independent director of Shanxi Huaxiang Group Co.Ltd(603112) (hereinafter referred to as “the company”), in accordance with the articles of association and the working system of independent directors, and based on the principle of prudence and independent judgment, we express independent opinions on the relevant matters considered at the 18th meeting of the second board of directors as follows:
1、 The independent opinion of the proposal on cash management by using part of the funds raised by idle convertible bonds on the premise of ensuring the normal implementation of the use plan of raised funds, the company’s use of part of the funds raised by idle convertible bonds for cash management will not affect the normal development of the company’s investment projects with raised funds and the company’s normal production and operation, and is conducive to improving the efficiency of fund use, Obtain certain investment income and further improve the overall performance level of the company, which is in line with the rights and interests of the company and all shareholders. The contents and decision-making procedures of this matter comply with the stock listing rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation.
Therefore, we unanimously agree that the company will use the idle convertible bond raised funds of no more than 500 million yuan for cash management.
2、 Independent opinions on the proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021
1. The conditions for granting reserved restricted shares to incentive objects specified in the Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan have been met.
2. The incentive objects determined this time are not prohibited from being granted reserved restricted shares. The subject qualification of the incentive objects is legal and effective, and the determination of the scope of incentive objects meets the actual situation of the company and the actual needs of the company’s business development.
3. The company has no plans and arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
4. According to the authorization of the second extraordinary general meeting of the company in 2021, the board of directors determined that the grant date of reserved restricted shares was January 20, 2022, which was in line with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and the Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan.
In conclusion, we agree that the company will grant 1122300 reserved restricted shares to 17 eligible incentive objects with January 20, 2022 as the reserved equity grant date of the restricted stock incentive plan in 2021.
3、 Independent opinions on the proposal on using bank acceptance bills to pay the funds required for investment projects with raised funds and replacing them with raised funds in equal amount
The company used the bank acceptance bill to pay the funds required for the raised investment project and replaced it with the raised funds in the same amount, which complied with the provisions of relevant laws, regulations, rules and regulations, fulfilled the necessary decision-making procedures and formulated the corresponding operation process. The implementation of the above matters is conducive to improving the use efficiency of funds and will not affect the normal implementation of raised investment projects. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, and there is no violation of relevant laws and regulations, normative documents and other relevant provisions such as the company law and the securities law.
Therefore, we agree that the company will use the bank acceptance bill to pay the funds required for the raised investment project and replace it with the raised funds in the same amount.
Independent directors of the board of directors: Wen Ping, Wu Shimin and sun Shuiquan January 21, 2022
