Hongbo Co.Ltd(002229) independent director
On relevant matters of the 30th meeting of the 5th board of directors of the company
separate opinion
In accordance with the relevant provisions of the company law of the people’s Republic of China, the governance standards for listed companies, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association of Hongbo Co.Ltd(002229) (hereinafter referred to as the “articles of association”), we are independent directors of Hongbo Co.Ltd(002229) (hereinafter referred to as the “company”), based on independent judgment, The independent opinions on the relevant matters considered and adopted at the 30th meeting of the Fifth Board of directors are as follows:
1、 Independent opinions on the company’s compliance with the conditions for non-public offering of shares
In accordance with 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, we have checked the relevant matters of the company item by item according to the qualifications and relevant conditions of non-public offering of shares of listed companies, We believe that the company meets the conditions for non-public offering of shares and agree to submit this proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the company’s non-public offering plan in 2022
After carefully reviewing the proposal on the company’s 2022 non-public offering scheme submitted by the board of directors of the company, we believe that the non-public offering scheme complies with 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, the stock listing rules of Shenzhen Stock Exchange and other relevant laws In accordance with the provisions of laws and regulations and normative documents, the use of raised funds shall comply with the provisions of relevant policies, laws and regulations. The non-public offering plan is conducive to improving the profitability and core competitiveness of the company, further improving the comprehensive strength of the company, in line with the long-term development plan of the company and the interests of all shareholders, and there is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the company’s non-public offering plan and agree to submit this proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the company’s non-public offering plan in 2022
We have carefully reviewed the provisions of the securities law of the people’s Republic of China on non-public offering of shares in Hongbo Co.Ltd(002229) 2022, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents submitted by the board of directors of the company, and the use of raised funds complies with relevant policies, laws and regulations. The non-public offering plan is conducive to improving the profitability and core competitiveness of the company, further improving the comprehensive strength of the company, in line with the long-term development plan of the company and the interests of all shareholders, and there is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the company’s plan for this non-public offering of shares and agree to submit this proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by the company’s non-public offering of shares in 2022
After reviewing the feasibility analysis report on the use of funds raised by non-public development banks in Hongbo Co.Ltd(002229) 2022, we believe that the use of funds raised by non-public offering of shares complies with relevant policies, laws and regulations, the actual situation and development needs of the company, the current situation and development trend of the company’s industry, the long-term development objectives of the company and the interests of shareholders. Therefore, we agree to the feasibility analysis report on the use of the funds raised by the company’s non-public offering of shares, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
5、 Proposal on the explanation that there is no need to prepare the report on the use of the previously raised funds
In the last five fiscal years, the company has not raised funds through the securities varieties specified in the measures for the administration of securities issuance of listed companies, such as share allotment, additional issuance and convertible corporate bonds. The arrival time of the company’s last raised funds has reached five fiscal years. Therefore, the company does not need to prepare the report on the use of the previous raised funds for this non-public offering. We agree that the company does not need to prepare the report on the use of the previously raised funds this time, and agree to submit this proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on the establishment of a special storage account for funds raised by non-public offering of shares
In accordance with relevant laws and regulations and the requirements of the company’s raised funds management system, the company shall establish a special storage account for raised funds for this non-public offering of shares. After the completion of this non-public offering, the raised funds shall be deposited in the above-mentioned special storage account for raised funds determined by the board of directors for centralized management, and a tripartite supervision agreement for raised funds shall be signed with the bank and the sponsor. Therefore, we agree that the company shall establish a special storage account for the funds raised by non-public offering of shares.
7、 Independent opinions on the company’s non-public offering of shares in 2022, diluted immediate return, compensation measures and relevant commitments
The company has carefully analyzed the impact of this non-public offering on the company’s main financial indicators and the impact of this non-public offering on the diluted immediate return after the completion of this non-public offering, formulated relevant measures, and relevant subjects have issued relevant commitments in accordance with the provisions of laws and regulations. The dilution of the company’s expected immediate income is reasonable, and the measures to fill the immediate income comply with the provisions of relevant laws, regulations and normative documents, which is conducive to safeguarding the legitimate rights and interests of small and medium-sized investors. Therefore, we agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the signing of conditional effective share subscription agreement and related party transactions between the company and the subscription object
According to the issuance plan of the company’s non-public offering of shares, the company plans to sign the conditional effective share subscription agreement with the subscription object Henan Lujie Electronic Technology Center (limited partnership) (hereinafter referred to as “Lujie Electronics”), which is the true intention of both parties and does not damage the interests of the company and shareholders. Lujie electronics is an enterprise controlled by Mr. Mao Wei, the chairman and actual controller of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Lujie electronics is a related party of the company, and the company’s non-public offering of shares constitutes a related party transaction.
After review, this connected transaction conforms to the principles of openness, fairness and impartiality, conforms to the interests of the company and all shareholders, the issuance price and pricing method comply with the provisions of laws, regulations and normative documents, and there is no damage to the interests of the company and shareholders. We agree to the above connected transaction and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the company’s shareholder dividend return plan for the next three years (2022-2024). After reviewing the shareholder dividend return plan for the Hongbo Co.Ltd(002229) next three years (2022-2024) formulated by the company, we believe that these shareholder dividend return plans comply with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) We agree to the relevant documents and submit this proposal to the general meeting of shareholders for deliberation in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3) and the articles of association.
10、 Independent opinion on submitting to the general meeting of shareholders for deliberation and approval of Henan Lujie Electronic Technology Center (limited partnership) from issuing an offer
According to the relevant provisions of Article 63 of the measures for the administration of the acquisition of listed companies, since Lujie electronics subscribes for the new shares issued to it by the company, the total equity shares of the company and its concerted actors Henan Yutai Holding Co., Ltd. and Henan Huiyi Trading Co., Ltd. in the company exceed 30% of the issued shares of the company, In addition, Lujie electronics has promised that the shares obtained in this offering will not be transferred within 36 months from the date of listing. We agree to submit to the general meeting of shareholders for deliberation and approval to exempt Lujie electronics from issuing an offer.
11、 Independent opinions on Hongbo Co.Ltd(002229) 2022 restricted stock incentive plan (Draft) and its abstract
In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, After careful understanding and verification of the Hongbo Co.Ltd(002229) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “2022 restricted stock incentive plan”) and its summary, we hereby express the following independent opinions:
1. The company is not prohibited from implementing the restricted stock incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the restricted stock incentive plan in 2022. 2. The first incentive objects determined by the company’s restricted stock incentive plan comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, as well as the provisions on job qualifications in the articles of association, and meet the conditions of incentive objects specified in the administrative measures, In line with the scope of incentive objects specified in the 2022 restricted stock incentive plan, its subject qualification as the incentive object of the company’s 2022 restricted stock incentive plan is legal and effective.
3. The content of the company’s restricted stock incentive plan in 2022 complies 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 administrative measures and other relevant laws, regulations and normative documents, and the granting arrangement of restricted shares to each incentive object The arrangement for lifting the restriction on sales (including the amount of grant, date of grant, price of grant, period of restriction on sales, period of lifting the restriction on sales, conditions for lifting the restriction on sales, etc.) does not violate the provisions of relevant laws, regulations and normative documents. The company’s implementation of the restricted stock incentive plan in 2022 is legal and compliant, and there is no situation damaging the interests of the company or shareholders.
4. The incentive objects of this equity incentive plan do not include the independent directors and supervisors of the company, nor the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. 5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects to obtain relevant rights and interests under the 2022 restricted stock incentive plan.
6. The company’s implementation of the restricted stock incentive plan in 2022 can improve the company’s incentive and restraint mechanism, improve management efficiency, enhance employees’ enthusiasm and sense of responsibility, and finally improve the performance level, which is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
7. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, the related directors abstain from voting on relevant proposals, and the voting procedures of the board of directors on the 2022 restricted stock incentive plan are legal and effective.
To sum up, we unanimously agree that the board of directors of the company will submit the proposal to the general meeting of shareholders of the company for deliberation.
12、 Independent opinions on the administrative measures for the implementation and assessment of the Hongbo Co.Ltd(002229) 2022 restricted stock incentive plan
The assessment indicators of the company’s equity incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
The performance evaluation index at the company level adopts the value of operating income. The operating income index can reflect the operation of the company’s main business and the growth of market value, and can establish a better capital market image. The determination of specific values comprehensively considers the macroeconomic environment, industry development, market competition and the company’s future development plan and other relevant factors, and comprehensively considers the realization possibility and incentive effect on the company’s employees, which is conducive to stimulating the enthusiasm and creativity of employees.
In addition to the performance appraisal at the company level, the company has also set up a performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions for lifting the sales restriction according to the annual performance evaluation results of the incentive object. Only when the two indicators are reached at the same time can the restricted shares granted to the incentive object be lifted.
To sum up, the assessment system of the company’s restricted stock incentive plan in 2022 is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, so as to achieve the assessment purpose of this incentive plan. Therefore, we unanimously agree on the matter and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
13、 Independent opinions on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to this non-public offering of shares and this restricted stock incentive plan
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, as well as the relevant provisions of the articles of association, the board of directors is authorized to handle the specific matters of the non-public offering and the restricted stock incentive plan, which is conducive to the efficient and orderly implementation of the relevant work of the offering, The specific authorization content and duration comply with relevant laws and regulations and the articles of association. We agree to submit this proposal to the general meeting of shareholders for deliberation.
(there is no text below, which is the signature page of this independent opinion)
(there is no text on this page, which is the signature page of Hongbo Co.Ltd(002229) independent directors’ independent 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
