Wuhan Jingce Electronic Group Co.Ltd(300567) independent director
Independent opinions on matters related to the first meeting of the Fourth Board of directors
As an independent director of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as “the company”), we have carefully read and reviewed relevant materials, and according to the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “standardized operation of Companies listed on GEM”) Relevant provisions such as the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the GEM Listing Rules), the rules for independent directors of listed companies and the Wuhan Jingce Electronic Group Co.Ltd(300567) articles of Association (hereinafter referred to as the “articles of association”) have carefully considered the relevant proposals at the first meeting of the Fourth Board of directors of the company, On the basis of independent judgment on the following related matters of the company, the independent opinions are as follows: I. independent opinions on capital increase and related party transactions of holding subsidiaries
After review, we believe that the introduction of new investors for capital increase is conducive to further promote the follow-up business development of Shanghai Jingji micro Semiconductor Technology Co., Ltd. (hereinafter referred to as “Shanghai Jingji micro”). This connected transaction will not have a significant adverse impact on the company’s financial situation and operating results. Mr. Peng Qian, a related director of the company, avoided voting when deliberating the proposal. The decision-making procedure of the matter complies with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Listing Rules of gem shares, the articles of association, the management system of Wuhan Jingce Electronic Group Co.Ltd(300567) related party transactions and other relevant provisions, There is no situation that damages the interests of the listed company and all shareholders, especially the minority shareholders.
2、 Independent opinions on providing financial assistance to holding subsidiaries
After review, we believe that the business of Shanghai Jingji micro, the holding subsidiary receiving financial support, is one of the main businesses of the company. At present, the company is in the development stage and product R & D is in a critical stage. The company gives certain financial support, which is conducive to accelerating the R & D progress, generating economic benefits as soon as possible and beneficial to its overall development. The operation and financial risks of Shanghai Jingji micro, the holding subsidiary receiving financial support, are under control. The financial aid funds used by the company are all self owned funds, and there is no case that damages the interests of listed companies. When the board of directors deliberated the proposal, the procedure was legal and effective, and there was no damage to the interests of minority shareholders. The deliberation and decision-making procedures of this matter comply with the provisions of laws, regulations and relevant systems.
3、 Independent opinions on the appointment of senior managers by the company
1. After reviewing the personal resumes of relevant personnel, we have not found that they are not allowed to serve as senior managers of the company as stipulated in articles 146 and 148 of the company law and articles 135 and 136 of the articles of association, It is also not found that it has been identified as a market prohibited person by the CSRC and Shenzhen Stock Exchange; We believe that their qualifications meet the conditions for serving as senior managers of listed companies;
2. We believe that the nomination and appointment procedures of relevant personnel comply with the provisions of the company law, the standardized operation of GEM listed companies and other relevant laws and regulations, as well as the articles of Association;
3. After understanding the educational background, work experience, professional experience and business expertise of relevant personnel, we believe that they are competent for the corresponding positions of the company.
Therefore, we unanimously agree to appoint Mr. Peng Qian as the general manager of the company, Mr. Shen Yafei, Mr. Liu ronghua, Mr. Yang Shendong, Mr. Ma Jun and Mr. Liu Binghua as the deputy general manager of the company, Mr. Liu Binghua as the Secretary of the board of directors, Ms. you Lijuan as the financial director of the company and Ms. Wu Luling as the audit director of the company.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the first meeting of the Fourth Board of directors) signature of independent directors:
Ji Xiaoqin Lu Zaiping
Ma Chuangang
February 11, 2022
