Zhejiang Founder Motor Co.Ltd(002196) independent director
Independent opinions on the company’s non-public offering of shares and other related matters
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors 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 other laws and regulations, as the independent directors of Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as the “company”), we, Based on the attitude of being responsible to the company, all shareholders and investors, having reviewed the relevant documents of the proposal considered at the 15th meeting of the seventh board of directors of the company, and based on the position of independent, objective and fair judgment, the independent opinions are as follows:
1、 Independent opinions on the company meeting the conditions for non-public offering of a shares
We have carefully reviewed the proposal on the company’s compliance with the conditions for non-public development of A-Shares submitted by the board of directors of the company. In accordance with the relevant provisions of laws and regulations such as 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, we have checked the relevant matters of the company item by item against the qualifications and relevant conditions of non-public offering of shares by listed companies, and believe that the company meets the qualifications and conditions of non-public offering of shares.
2、 Independent opinions on the company’s non-public offering of A-Shares in 2022
The non-public offering plan of the company 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 detailed rules for the implementation of non-public offering of shares by listed companies, the stock listing rules of Shenzhen stock exchange and other relevant laws and regulations; The related directors Feng Rong, Zou Jiansheng and he Dejun have avoided voting on the proposal, and the relevant decision-making procedures are legal and effective; The issuance plan is reasonable, practical and feasible, in line with the company’s development strategy, conducive to further strengthening the company’s competitiveness and ensuring the sustainable development of the company. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. 3、 Independent opinions on the company’s plan for non-public offering of A-Shares in 2022
The company’s plan for this non-public offering of shares 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, and the detailed rules for the implementation of non-public offering of shares by listed companies The provisions of laws, regulations and normative documents such as the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – non-public development plan and issuance report of listed companies; Related directors Feng Rong, Zou Jiansheng and he Dejun have avoided voting on the proposal, and the relevant decision-making procedures are legal and effective.
The content of the company’s plan for this non-public offering of shares is practical and feasible. It comprehensively considers the company’s industry and development status, business practice, capital demand and other conditions, conforms to the current situation and development trend of the company’s industry, helps to optimize the company’s financial structure, improve the company’s core competitiveness and promote the sustainable development of the company, There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
4、 Independent opinions on the feasibility analysis report on the use of raised funds of the company’s non-public offering of A-Shares in 2022
After review, we believe that the use plan of the funds raised by the company’s non-public offering complies with relevant policies, laws and regulations, relevant national industrial policies and the company’s overall development strategy, as well as relevant policies, laws and regulations, and is necessary and feasible.
The implementation of the fund-raising investment project can further improve the competitiveness and anti risk ability of the company, optimize the product structure and improve the profitability, which is conducive to the long-term sustainable development of the company. Therefore, the purpose of the raised funds is reasonable and feasible, which is in line with the interests of the company and all shareholders.
5、 Independent opinions on the company’s report on the use of previously raised funds
After examination, we believe that the content of the report on the use of the previously raised funds prepared by the company is true and complete, the company’s use of the previously raised funds is in line with the actual situation of the company, the previous decision-making and deliberation procedures are legal and effective, and in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of the raised funds of listed companies. This report has been authenticated by Tong accounting firm (special general partnership) and issued an authentication report.
6、 Independent opinions on the filling measures taken for the diluted immediate return of the company’s non-public offering of shares in 2022 and the commitments of relevant subjects
After review, the company has carefully analyzed the impact of this non-public offering on the dilution of immediate return, and formulated relevant measures to fill the return; At the same time, all directors, senior managers and controlling shareholders of the company have made corresponding commitments to the effective implementation of the non-public offering diluted immediate return filling measures. We believe that the company’s analysis on the impact of non-public offering of shares on diluted immediate return, relevant measures to fill the return and the commitments made by relevant subjects comply with the relevant provisions of the guiding opinions on matters related to diluted immediate return of initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31), and are in line with the interests of the company and shareholders.
7、 Independent opinions on the company’s non-public offering of A-Shares in 2022 involving related party transactions
This non-public offering 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, and the matters related to the connected transaction will perform the necessary internal decision-making procedures of the connected transaction. The connected transaction does not violate the principles of openness, fairness and impartiality, and there is no transfer of interests, There are no circumstances that harm the interests of other investors; Related directors Feng Rong, Zou Jiansheng, he Dejun and Mou Jian have respectively avoided voting on the proposal, and the relevant decision-making procedures are legal and effective.
8、 Independent opinions on the signing of the conditional effective share subscription agreement between the company and Zhuoyue Automobile Co., Ltd. the conditional effective share subscription agreement signed by the company and Zhuoyue Automobile Co., Ltd. is the true intention of both parties and has been approved by us in advance; The contents and signing procedures of the above agreement comply with the provisions of relevant laws and regulations, comply with the interests of the company and all shareholders, and do not harm the interests of the company and all shareholders, especially minority shareholders; Related directors Feng Rong, Zou Jiansheng and he Dejun have avoided voting on the proposal, and the relevant decision-making procedures are legal and effective.
9、 Independent opinions on the signing of lease contract and related party transactions by the company
The lease contract signed by the company and Zhejiang Xingjian Industrial Development Co., Ltd. is the true intention of both parties and has been approved by us in advance; The contents and signing procedures of the above agreement comply with the provisions of relevant laws and regulations, comply with the interests of the company and all shareholders, and do not harm the interests of the company and all shareholders, especially minority shareholders; Related directors Feng Rong, Zou Jiansheng, he Dejun and Mou Jian have avoided voting on the proposal, and the relevant decision-making procedures are legal and effective.
10、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the non-public offering of a shares
The shareholders’ meeting is requested to authorize the board of directors to handle matters related to the company’s non-public offering of shares, which is conducive to the efficient and orderly implementation of the work related to the non-public offering of shares. The specific authorization content and authorization period comply with the provisions of relevant laws and the articles of Association. We express our independent opinions on the above proposals.
11、 Independent opinions on providing guarantee and related party transactions for Zhejiang Xingjian Industrial Development Co., Ltd., a wholly-owned subsidiary
The company provides the maximum guarantee for the loan of no more than 17 million yuan to China Citic Bank Corporation Limited(601998) Lishui branch for Zhejiang Xingjian Industrial Development Co., Ltd., a wholly-owned subsidiary, involving related party transactions. The guarantee provided by the company to Zhejiang Xingjian Industrial Development Co., Ltd. is based on the support of its project construction and normal production and operation activities for working capital demand, so as to meet its business development. Zhejiang Xingjian Industrial Development Co., Ltd. is a wholly-owned subsidiary within the scope of the company’s consolidated statements. The company has a full understanding and control of its daily management and business development, and the risk is controllable. The deliberation and decision-making procedures of this guarantee comply with the provisions of relevant laws and regulations and the articles of association, and will not damage the interests of the company and minority shareholders. Related directors Feng Rong, Zou Jiansheng, he Dejun and Mou Jian have avoided voting on the proposal, and the relevant decision-making procedures are legal and effective.
12、 Independent opinions on the change of relevant matters of the project of investing in the construction of new energy vehicle drive motor with an annual output of 1 million units
In order to speed up the capacity scale of new energy vehicle drive motor and meet the increasingly vigorous market demand, the company plans to expand the “project with an annual output of 1 million new energy vehicle drive motors” into the “project with an annual output of 1.8 million new energy vehicle drive motors”, that is, the raised investment project of this non-public offering, which involves related party transactions. The deliberation and decision-making procedures of the changed items comply with the provisions of relevant laws and regulations and the articles of association, and will not damage the interests of the company and minority shareholders. Related directors Feng Rong, Zou Jiansheng and he Dejun have avoided voting on the proposal, and the relevant decision-making procedures are legal and effective.
In conclusion, we believe that:
1. The company’s non-public offering of shares 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 detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations, rules and other normative documents and the articles of association, and the decision-making procedures of the board of directors are legal and compliant, There are no circumstances that harm the interests of the company and all its shareholders. We agree to the matters related to the company’s non-public offering of shares, and agree to submit the relevant proposals of the company’s non-public offering of shares to the general meeting of shareholders for deliberation.
2. The guarantee provided by the company for the wholly-owned subsidiary complies with the provisions of the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations, rules and other normative documents and the articles of association, the decision-making procedures of the board of directors are legal and compliant, and there is no situation that damages the interests of the company and all its shareholders, It is agreed that the company will provide guarantees for its subsidiaries this time and submit relevant proposals to the general meeting of shareholders of the company for deliberation.
(no text below)
(there is no text on this page, which is the signature page of Zhejiang Founder Motor Co.Ltd(002196) independent directors’ independent opinions on matters related to non-public development of shares of the company) signature of independent directors:
Xiao Yongmin, Cang Yongtao, Ying Xiaochen
Date: January 25, 2022
