Infotmic Co.Ltd(000670) independent director
Independent opinions on major asset restructuring
As an independent director of Infotmic Co.Ltd(000670) (hereinafter referred to as the "company"), in accordance with the rules for independent directors of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange, the guidelines for the governance of listed companies and other relevant laws and regulations, as well as the articles of Association and other systems, with a serious and responsible attitude and based on an independent, prudent and objective position, Independent opinions on major asset restructuring of the company are as follows:
1. The relevant proposals related to the extension of this major asset restructuring have been deliberated and adopted at the 23rd Meeting of the 11th board of directors of the company, and the related directors have avoided voting on the relevant proposals. The convening procedures, voting procedures and methods of the board meeting shall comply with the relevant national laws, regulations, normative documents and the articles of association.
2. This supplementary audit, review and evaluation is necessary and complies with the provisions of relevant laws and regulations and the authorization of the general meeting of shareholders to the board of directors of the company. We agree with the above audit report, reference review report and asset evaluation report related to this transaction.
3. The updated report on Infotmic Co.Ltd(000670) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) and its abstract comply with the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other relevant laws Regulations and normative documents issued by the CSRC. This transaction plan is conducive to enhancing the company's sustainable profitability and does not damage the interests of the company and minority shareholders.
The relevant proposals involved in this transaction of the company have obtained the prior approval of independent directors before being submitted to the board of directors for deliberation. In conclusion, we believe that the matters related to the major asset reorganization discussed by the board of directors are in line with the provisions of relevant national laws, regulations and policies, in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and its shareholders. We agree to the matters related to the major asset reorganization.
Independent directors: Hong Zhiliang, Li Weiqun, Yang Licheng
February 14, 2022
