Guangdong Delian Group Co.Ltd(002666)
Opinions of independent directors on matters related to the 8th meeting of the 5th board of directors
Prior approval opinion
In accordance with the rules for independent directors of listed companies, the rules for the general meeting of shareholders of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association of Guangdong Delian Group Co.Ltd(002666) , as independent directors of Guangdong Delian Group Co.Ltd(002666) (hereinafter referred to as the “company”), we, with a serious and responsible attitude, through careful After careful research and based on independent judgment, the company has conducted a pre audit on the relevant matters of the eighth meeting of the Fifth Board of directors. The opinions are as follows:
1、 Prior approval opinions on matters related to the company’s non-public offering of a shares
1. The company’s relevant plans and plans for non-public offering of A-Shares in 2022 comply with the provisions of laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, and the detailed rules for the implementation of non-public offering of shares by listed companies. The plans are reasonable and feasible, There are no circumstances that harm the interests of the company and other shareholders.
2. The company’s non-public offering of A-Shares is in line with the current market situation and the actual situation of the company, which is feasible. The investment projects of the raised funds in this offering comply with the relevant national industrial policies and the overall development direction of the company in the future. Through this non-public offering of a shares, it is conducive to enhancing the company’s sustainable profitability and market competitiveness, in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
3. According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (Guo ban [2013] No. 110) The provisions of laws, regulations, rules and other normative documents such as several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31), This paper analyzes the impact of this non-public offering of A-Shares on the possible dilution of the immediate return, and puts forward specific measures to fill the return. The relevant subjects have also made a commitment to the practical implementation of the company’s measures to fill the return, which is in line with the requirements of the company’s actual operation and sustainable development, and is conducive to protecting the interests of the company and all shareholders of the company.
2、 Prior approval opinions on the proposal on the prediction of the company’s daily connected transactions in 2022
We agree that the related party transactions that the company expects to have with related parties in 2022 are normal transactions in the company’s daily business activities and are carried out under the premise of the normal development of the company’s business development and production and operation, which is necessary; The transaction price is determined according to the market price. The price is fair and does not violate the principles of openness, fairness and impartiality. The above related party transactions will not have a significant impact on the independence of the company and will not lead to the company’s dependence on related parties.
Therefore, we agree to submit the above related proposals to the 8th meeting of the 5th board of directors of the company for deliberation. (no text below)
(this page is the signature page of Guangdong Delian Group Co.Ltd(002666) independent directors’ prior approval opinions on matters related to the eighth meeting of the Fifth Board of directors) independent directors (signature):
Kuang Tongchun, Lei Yu Shen Yunqiao
January 19, 2022
