Sihui Fuji Electronics Technology Co.Ltd(300852)
Independent opinions of independent directors on relevant matters of the sixth meeting of the second board of directors
In accordance with the rules for independent directors of listed companies and the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the "guidance") We are independent directors of Sihui Fuji Electronics Technology Co.Ltd(300852) (hereinafter referred to as the "company") in accordance with relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - Guidelines for standardized operation of companies listed on GEM (hereinafter referred to as "guidelines for standardized operation of gem") and the provisions of the articles of association and working rules for independent directors, Carefully checked the relevant matters of the sixth meeting of the second board of directors of the company, and expressed the following independent opinions:
1、 Independent opinions on the proposal on the company's first phase employee stock ownership plan (Draft) and its summary
We have carefully reviewed the Sihui Fuji Electronics Technology Co.Ltd(300852) phase I employee stock ownership plan (Draft) (hereinafter referred to as the "Employee Stock Ownership Plan"), and based on our independent judgment, we express the following opinions: 1. The company does not prohibit the implementation of the employee stock ownership plan in accordance with the guiding opinions, the guidelines for the standardized operation of gem and other laws, regulations and normative documents.
2. The company's procedures for formulating this employee stock ownership plan are legal and effective. The content of the company's employee stock ownership plan complies with the provisions of laws, regulations and normative documents such as the guiding opinions and the guidelines for the standardized operation of gem.
3. Before the company launched this ESOP, the employee congress has been held and the opinions of employees have been fully consulted. The decision-making procedure for the company to review the proposals related to this ESOP is legal and effective, and there is no damage to the interests of the company and the legitimate rights and interests of minority shareholders. This ESOP follows "legal compliance", "voluntary participation" Based on the principle of "risk bearing", there is no situation that employees are forced to participate in the employee stock ownership plan by means of apportionment and forced distribution, and there is no plan or arrangement for the company to provide loans, loan guarantees or any other financial assistance to the holders of the employee stock ownership plan.
4. The implementation of the employee stock ownership plan expresses the company's corporate vision of "becoming an international first-class enterprise with all employees as operators". The implementation of the employee stock ownership plan is conducive to establishing and improving the benefit sharing and risk sharing mechanism between workers and owners, and realizing the consistency of the interests of the company, shareholders and employees, Let employees establish closer long-term contact with the company and better perform the responsibilities of "operator", which is conducive to further improving the level of corporate governance, enhancing employees' subjective enthusiasm, sense of gain and happiness, practicing the concept of common prosperity, improving the competitiveness of the company and promoting the long-term, sustainable and healthy development of the company. 6. During the deliberation of the proposal by the board of directors of the company, the affiliated directors Mr. Liu Tianming, Mr. Huang Zhicheng, Mr. Wen Yifeng and Ms. Huang Qianyi have avoided voting in accordance with the provisions of relevant laws and regulations. The number of non affiliated directors participating in the voting of the proposal is less than three, and the proposal needs to be submitted to the general meeting of shareholders for deliberation.
Therefore, we unanimously agree on the company's employee stock ownership plan and agree to submit the above proposal to the company's first extraordinary general meeting in 2022 for deliberation.
2、 For the independent opinions on the proposal on the management measures of the company's phase I employee stock ownership plan, we have carefully reviewed the proposal on the management measures of the company's phase I employee stock ownership plan, and based on our independent judgment, we express the following opinions:
1. The management measures for the first phase of employee stock ownership plan formulated by the company is to ensure the smooth implementation of the employee stock ownership plan and the standardized operation of the employee stock ownership plan, which is conducive to the sustainable and healthy development of the company and will not damage the interests of the company and all shareholders. The formulation of the measures for the administration of phase I employee stock ownership plan complies with the provisions of relevant laws and regulations and the articles of association, and the procedures are legal and effective.
2. During the deliberation of the proposal by the board of directors of the company, the affiliated directors Mr. Liu Tianming, Mr. Huang Zhicheng, Mr. Wen Yifeng and Ms. Huang Qianyi have avoided voting in accordance with the provisions of relevant laws and regulations. The number of non affiliated directors participating in the voting of the proposal is less than three, and the proposal needs to be submitted to the general meeting of shareholders for deliberation.
Therefore, we agree that the implementation system of this ESOP is comprehensive, comprehensive and operable, and can achieve the implementation purpose of this ESOP. We agree to submit the above proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Independent opinions on the proposal on withdrawing the incentive fund of phase I employee stock ownership plan
We have carefully reviewed the proposal on withdrawing the incentive fund of phase I employee stock ownership plan, and based on our independent judgment, we express the following opinions:
1. The company's withdrawal of the employee stock ownership plan incentive fund is conducive to further mobilize the work enthusiasm and creativity of all employees. The withdrawal of the incentive fund comprehensively considers the characteristics of the company's industry, development stage, its own operation, profitability and other factors, takes into account the interests of shareholders, the company and employees, and promotes all parties to pay common attention to the long-term development of the company, There is no damage to the interests of the company and minority shareholders.
2. During the deliberation of the proposal by the board of directors, the affiliated directors Mr. Liu Tianming, Mr. Huang Zhicheng, Mr. Wen Yifeng and Ms. Huang Qianyi have avoided voting in accordance with the provisions of relevant laws and regulations. The number of non affiliated directors participating in the voting of the proposal is less than three, and the proposal needs to be submitted to the general meeting of shareholders for deliberation.
Therefore, we unanimously agree that the company will withdraw the incentive fund of the employee stock ownership plan, and agree to submit the above proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Independent directors: Chen Shirong and Zhang Yuanyuan February 16, 2022
