Guangdong Delian Group Co.Ltd(002666) independent director
Independent opinions on matters related to the 8th meeting of the 5th board of directors
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, we express the following independent opinions on relevant matters of the 8th meeting of the 5th board of directors of the company:
1、 Independent opinions on the proposal that the company meets the conditions for non-public development of A-share shares
We believe that according to 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 other laws, regulations and normative documents issued by the CSRC, the company has the conditions for non-public issuance of a shares.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 According to the independent opinion of the proposal on the company’s non-public development and issuance of A-Shares in 2022, we believe that the issuance plan of this non-public offering complies with the relevant provisions of the company law of the people’s Republic of China and the securities law of the people’s Republic of China, It complies with the provisions of the measures for the administration of securities issuance by listed companies, the measures for the administration of securities issuance and underwriting and the detailed rules for the implementation of non-public development of shares by listed companies issued by the CSRC. The pricing method complies with the provisions of relevant laws, regulations and normative documents issued by the CSRC, and there is no situation that damages the interests of minority shareholders.
We agree to the plan of this non-public offering of A-Shares and agree to submit it to the general meeting of shareholders of the company for deliberation. 3、 According to the independent opinion of the proposal on the company’s 2022 plan for non-public development of a shares, we believe that the company’s 2022 plan for non-public development of A-Shares formulated for this non-public offering conforms to the provisions of laws, regulations and normative documents and the interests of the company and all shareholders.
We agree to the contents of the plan for this non-public offering of A-Shares and agree to submit it to the general meeting of shareholders of the company for deliberation.
4、 Opinions of independent directors on the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares of the company
We believe that the feasibility analysis report on the use of funds raised by non-public development banks in Guangdong Delian Group Co.Ltd(002666) 2022 prepared by the company comprehensively considers the current situation and development trend, development strategy, financing planning, financial situation and capital demand of the company’s industry, and fully demonstrates the necessity and feasibility of the funds raised by this issuance, In line with the interests of the company and all shareholders, and in line with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association.
We agree to the feasibility analysis report on the use of the raised funds in this non-public offering and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal on risk tips, filling measures and commitments of relevant subjects for diluting the immediate return of A-share shares of non-public development banks of the company
We believe that the proposal on the impact of diluting the immediate return of A-share shares of non-public development banks on the company’s main financial indicators, filling measures and commitments of relevant subjects is in line 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 of the State Council on further promoting the healthy development of the capital market, and According to the requirements of the guidance on matters related to initial public offering and refinancing, major asset restructuring and diluted immediate return, the company has carefully analyzed the impact of the non-public offering of A-Shares on the diluted earnings per share of the current period, and formulated specific measures to fill the diluted earnings per share of the listed company in the current period, and the relevant subjects have issued commitments, There is no situation that damages the interests of the company or all shareholders.
We agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal on “no need to prepare the report on the use of the company’s previously raised funds”
We believe that since the company raised funds through non-public offering of shares in 2015, there has been no fund-raising through allotment, additional issuance and convertible corporate bonds in the last five fiscal years. In view of the above, the company does not need to prepare the report on the use of the previously raised funds for this non-public offering of a shares.
We 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 proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the non-public development of a shares
We believe that in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public development of a shares, the matters and authorization period proposed by the board of directors to request the general meeting of shareholders to authorize the board of directors to handle with full power are within the scope permitted by relevant laws and regulations and resolutions of the general meeting of shareholders.
We agree to the content of the authorization and agree to submit it to the general meeting of shareholders of the company for deliberation.
8、 With regard to the independent opinion on the plan for shareholders’ dividend return in the next three years (2022-2024), we believe that while maintaining its own sustainable and steady development, the company attaches great importance to the stable and reasonable return on investment to shareholders, and formulates the plan for continuous and Stable and scientific return planning. The formulation of this plan is conducive to enhance the transparency of the company’s profit distribution, facilitate investors to form stable return expectations, comply with the provisions of current laws, regulations and normative documents, and there is no damage to the interests of the company or the interests of minority shareholders.
We agree to the plan for shareholders’ dividend return in the next three years (2022-2024) formulated by the board of directors of the company and agree to submit it to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal on the prediction of the company’s daily connected transactions in 2022
We believe that the company’s prediction of daily connected transactions in 2022 follows the principles of openness, fairness and impartiality. Related party transactions with related parties are conducted in accordance with the basic principles of good faith, compensation for equal value, fairness, voluntariness, rationality and fairness, and the decision-making procedures are legal and effective. The transaction price does not violate the principles of openness, fairness and work, and does not harm the interests of the company and minority shareholders. The company and its subsidiaries will not rely on or be controlled by related parties due to the above related party transactions. The decision-making procedures of this connected transaction comply with the provisions of the company law, stock listing rules and other relevant laws and regulations and the articles of association, and the voting results are legal and valid. We agree to the related party transaction and submit the matter to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
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(this page is the signature page of Guangdong Delian Group Co.Ltd(002666) independent directors’ independent opinions on matters related to the eighth meeting of the Fifth Board of directors) independent directors (signature):
Kuang Tongchun, Lei Yu Shen Yunqiao
January 21, 2022
