Zhejiang Crystal-Optech Co.Ltd(002273)
Opinions of independent directors on matters related to the second meeting of the sixth board of directors
Prior approval opinions and independent opinions
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association and the working system of independent directors of the company, As an independent director of Zhejiang Crystal-Optech Co.Ltd(002273) (hereinafter referred to as "the company"), in line with the principle of being responsible to all shareholders of the company and based on the position of independent judgment, he has carefully verified the relevant matters of the second meeting of the sixth board of directors, and now gives his prior approval opinions and independent opinions as follows:
1、 Independent opinions on share repurchase plan of the company
The company's share repurchase plan this time complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the administrative measures for the repurchase of social public shares by listed companies (for Trial Implementation), and the supplementary provisions on the repurchase of shares by listed companies through centralized bidding transaction The voting procedures of the board of directors comply with the relevant provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 - share repurchase, and the voting procedures of the board of directors comply with the relevant provisions of laws, regulations and rules. Based on the confidence in the future development, in order to safeguard the interests of all shareholders and further improve the company's long-term incentive mechanism, the company plans to use its own funds to repurchase some shares for the implementation of employee stock ownership plan or equity incentive, which is conducive to establishing and improving the benefit sharing mechanism, encouraging the company's employees to create greater value, enhancing investors' confidence in the company and enhancing the company's value, Promote the stable, healthy and sustainable development of the company.
The funds used in this repurchase come from its own funds. This repurchase will not have a significant impact on the company's operation, finance and future development, and will not affect the company's listing status.
Therefore, we believe that the company's share repurchase is legal and compliant, in line with the interests of the company and all shareholders, and there is no situation damaging the legitimate rights and interests of shareholders. The share repurchase plan is feasible, and we agree to the share repurchase plan. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Prior approval opinions and independent opinions on the company's purchase of equipment assets and related party transactions
1. Prior approval opinions on related party transactions
We communicated with the company in advance on this connected transaction and carefully reviewed the proposal on the company's purchase of equipment assets and connected transactions to be submitted to the second meeting of the sixth board of directors of the company for deliberation. After full discussion, we believe that:
The related party transaction arising from the company's purchase of coating equipment from Japan Guangchi is a normal commercial transaction. Its transaction pricing follows the principles of openness, fairness, impartiality and marketization. The transaction price is fair and reasonable, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders; This related party transaction will have a positive impact on the company's production and operation, help to further enhance the sustainable development ability of the company's optical business, and comply with the interests of all shareholders and the company's long-term development strategy. We agree to submit the proposal on the company's purchase of equipment assets and related party transactions to the second meeting of the sixth board of directors of the company for deliberation and voting, and Mr. Lin min, a related director of the company, shall withdraw as required.
2. Independent opinions on connected transactions
After careful verification, we believe that this connected transaction has been approved by independent directors in advance before being submitted to the board meeting of the company for deliberation; When the board of directors of the company considered the related party transaction, Mr. Lin min, a related director, has avoided voting, and the voting procedure is legal and compliant, in line with the relevant provisions of the regulatory authorities and relevant laws and regulations; The pricing of this related party transaction follows the principles of marketization and fairness. The transaction price is fair and reasonable. Its implementation meets the development needs of the company and the interests of the company and all shareholders. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We have no objection to the company's purchase of equipment assets and related party transactions.
Zhejiang Crystal-Optech Co.Ltd(002273) independent directors Xu Lin, Li Zongyan, Gan Weimin
February 11, 2022
[there is no text on this page, which is the signature page of prior approval opinions and independent opinions of independent directors on matters related to the second meeting of the sixth board of directors]:
Xu Lin
sign:
Li Zongyan
sign:
Gan Weimin
