Zhejiang Founder Motor Co.Ltd(002196) independent director
On non-public offering of shares and other related matters
Prior approval opinion
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange As an independent director of Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as the “company”), based on our independent judgment, we are in accordance with the relevant provisions of the measures for the administration of securities issuance of listed companies (hereinafter referred to as the “measures for securities issuance”), the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the “detailed rules for the implementation of non-public offering of shares by listed companies”) and the articles of association of Zhejiang Founder Motor Co.Ltd(002196) , The proposal on the company’s non-public development of A-Shares and other matters related to this offering, which is to be submitted to the 15th meeting of the seventh board of directors for deliberation, are reviewed in advance. The prior approval opinions are as follows:
1. The company is qualified as the subject of this issuance, and the scheme of this issuance complies with the provisions of relevant 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 by listed companies, the detailed rules for the implementation of non-public development of shares by listed companies and so on, The use of the raised funds will further enhance the company’s capital strength, help the company implement the strategic layout, and comply with the company’s long-term development plan and the interests of all shareholders.
2. Zhuoyue Automobile Co., Ltd. intends to subscribe for the shares of this non-public offering, which involves related party transactions. Zhuoyue Automobile Co., Ltd. subscribes for the non-public shares of the company, which is conducive to ensuring the steady and sustainable development of the company in the future; The non-public offering of shares involves related party transactions, which are fair, just and open. The transaction price is reasonable and fair. The relevant issuance methods, pricing principles, restricted sales period and other arrangements comply with the relevant provisions of the China Securities Regulatory Commission on the non-public offering of shares by listed companies, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
3. The company signed the lease contract with Zhejiang Xingjian Industrial Development Co., Ltd., involving related party transactions. The signing of the lease contract by both parties represents the true intention of both parties. The contents and signing procedures of the Contract comply with the provisions of relevant laws and regulations, comply with the interests of the company and all shareholders, and do not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
4. 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 construction projects and normal production and operation activities for working capital needs, 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.
5. The proposal on the company’s compliance with the conditions for non-public development of a shares, the proposal on the company’s plan for non-public development of A-Shares in 2022, and the proposal on the company’s plan for non-public development of A-Shares in 2022 to be considered at the 15th meeting of the seventh board of directors of the company The proposal on the company’s 2022 non-public development of A-share shares , the proposal on the company’s report on the use of previously raised funds >, the proposal on the filling measures for the diluted immediate return of the company’s non-public offering of shares in 2022 and the commitments of relevant subjects, the proposal on opening a special account for raised funds The proposal on the company’s non-public development of A-Shares in 2022 involving related party transactions, the proposal on the signing of the conditional effective share subscription agreement between the company and Zhuoyue automobile, the proposal on the signing of the lease contract and related party transactions by the company Proposal 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 development of a shares, announcement on providing guarantee and related party transactions for Zhejiang Xingjian Industrial Development Co., Ltd., a wholly-owned subsidiary Relevant proposals such as the proposal on the change of matters related to the investment and construction of a new energy vehicle drive motor project with an annual output of 1 million units have been submitted to us for review in advance.
6. The issuance can only be implemented after being deliberated and approved by the board of directors and the general meeting of shareholders and approved by the China Securities Regulatory Commission. When the board of directors of the company deliberates the proposals related to related party transactions involved in this issuance, the related directors need to avoid voting; At the same time, when the proposals related to related party transactions involved in this issuance are submitted to the general meeting of shareholders for deliberation, related shareholders shall also avoid voting, and the deliberation procedures of related party transactions shall comply with the provisions of relevant laws, regulations and normative documents.
In conclusion, we agree to submit the relevant proposals related to the company’s non-public offering of shares and the company’s guarantee for subsidiaries to the 15th meeting of the seventh board of directors for deliberation.
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(there is no text on this page, which is the signature page of Zhejiang Founder Motor Co.Ltd(002196) independent directors’ prior approval opinions on matters related to non-public development of shares) signature of independent directors:
Xiao Yongmin, Cang Yongtao, Ying Xiaochen
Date: January 25, 2022
