Opinions of independent directors on relevant matters of the 30th meeting of the 5th board of directors of the company
Prior approval opinion
In accordance with the relevant provisions of the company law of the people’s Republic of China, the governance standards of listed companies, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association, we, as independent directors of Hongbo Co.Ltd(002229) (hereinafter referred to as the “company”), with a serious and responsible attitude and based on an independent, prudent and objective position, Having reviewed the relevant proposal documents on the company’s non-public offering of shares in 2022 (hereinafter referred to as “the offering”) to be submitted to the 30th meeting of the Fifth Board of directors for deliberation, we hereby express the following opinions:
1、 The relevant proposals of the company’s non-public offering of shares comply with the provisions of 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 relevant laws, regulations and normative documents. The scheme is reasonable and feasible, and the company meets the qualifications and conditions of non-public offering of shares, There are no circumstances damaging the interests of the company and shareholders.
2、 The subscription object of this non-public offering of shares of the company is Henan Lujie Electronic Technology Center (limited partnership), an enterprise controlled by the actual controller of the company, which constitutes a connected transaction. The reasons for the transaction between the two parties of the connected transaction are reasonable and sufficient, the pricing principles and methods of the connected transaction are appropriate and reasonable, follow the principles of fairness and impartiality, and do not harm the company and other shareholders, Especially the behavior of the interests of minority shareholders.
3、 It is agreed to submit the relevant proposals on this non-public offering of shares to the 30th meeting of the Fifth Board of directors for deliberation. When the board of directors of the company considers the proposal involving related party transactions, the related directors shall withdraw from voting according to the regulations.
4、 It is agreed to submit to the general meeting of shareholders of the company for deliberation and approval to exempt Henan Lujie Electronic Technology Center (limited partnership) from issuing an offer.
In conclusion, we unanimously agree to submit the relevant proposals of this transaction to the board of directors of the company for deliberation. (there is no text below, which is the signature page of the prior approval opinion)
(there is no text on this page, which is the signature page of Hongbo Co.Ltd(002229) independent directors’ prior approval opinions on relevant matters of the 30th meeting of the Fifth Board of directors of the company)
Signature of independent director:
He Jing (signature):
Dong Yan’an (signature):
Zhong Hongjun (signature):
January 24, 2002
