Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) opinions of independent directors at the 19th meeting of the Fifth Board of directors
Suzhou Dongshan Precision Manufacturing Co.Ltd(002384)
Opinions of independent directors
In accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies No. 7 – transactions and related party transactions of Shenzhen Stock Exchange and other laws and regulations, normative documents, the articles of association, the working system of independent directors of the company and other relevant provisions, As an independent director of the 5th board of directors of Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) (hereinafter referred to as “the company”), after carefully reviewing the relevant proposals and materials of the 19th meeting of the 5th board of directors of the company, based on the position of independent judgment, we express our independent opinions on the relevant matters of the current board of directors as follows:
After verification, we believe that:
(I) the deliberation and voting procedures of the independent directors of the board of directors in this by election comply with the relevant provisions of the company law and the articles of association, are legal and effective, and there is no damage to the legitimate rights and interests of shareholders, especially the legitimate interests of minority shareholders. As the candidate for independent director of the 5th board of directors of the company nominated this time, Mr. Gao yongru meets the qualifications for being a director of a listed company and has the qualifications and ability to hold corresponding positions.
Agree to nominate Mr. Gao yongru as the candidate for independent director of the company, and submit the proposal to the general meeting of shareholders of the company for deliberation.
(II) the company changed the original investment project of non-public offering funds from “wireless module production and construction project of Yancheng Dongshan Communication Technology Co., Ltd.” to “new energy flexible circuit board and its assembly project of Yancheng Weixin Electronics Co., Ltd.” is a necessary adjustment made by the company based on business development planning and market demand, which helps to improve the use efficiency of raised funds. The company has fully analyzed and demonstrated the matters of new investment projects, and has fulfilled the necessary review procedures at this stage. The relevant review procedures comply with the provisions of laws, administrative regulations and other normative documents. The matters related to the change of the investment project of raised funds comply with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the guidelines on supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and are in line with the interests of the company and all shareholders, There is no situation that damages the interests of shareholders, especially minority shareholders.
Therefore, we agree to change the purpose of some raised funds this time, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) during the planning and implementation of the spin off of the holding subsidiary Suzhou Aifu Electronic Communication Co., Ltd. (hereinafter referred to as “Aifu Electronics”) to the gem of Shenzhen Stock Exchange, the company actively promoted the work related to the spin off and listing, and performed the information disclosure in strict accordance with the relevant provisions of relevant laws, regulations and normative documents
Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) opinions of independent directors at the 19th meeting of the Fifth Board of directors
Obligation, and the progress information disclosed is consistent with the relevant work actually carried out. The reason why the company terminated the listing of its holding subsidiary Aifu electronics on the gem is reasonable and is the result of careful research. It will not have a significant adverse impact on the production and operation activities and financial status of the company and its holding subsidiary Aifu electronics, nor hinder the implementation of the company’s overall strategic plan. The deliberation and voting procedures of this matter comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the legitimate interests of the listed company and other shareholders.
Agree to terminate the spin off of Aifu electronics, the holding subsidiary of the company, to the gem of Shenzhen Stock Exchange, withdraw the relevant listing application documents, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(IV) the contents of the company’s employee stock ownership plan for core managers and technical talents in 2022 (hereinafter referred to as the “Employee Stock Ownership Plan”) comply with the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies issued by the CSRC The Shenzhen Stock Exchange’s self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations, normative documents and the articles of association do not prohibit the implementation of the employee stock ownership plan according to laws and regulations, nor do they harm the interests of the company and all shareholders;
The employee stock ownership plan is participated in by employees on the principle of legal compliance, voluntary participation and risk bearing. There is no situation of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution and so on;
The company’s implementation of this ESOP is conducive to establishing and improving the benefit sharing mechanism between workers and owners, improving the consistency of the interests of the company, shareholders and employees, and promoting all parties to pay common attention to the long-term development of the company; At the same time, further improve the corporate governance structure, improve the cohesion of employees and the competitiveness of the company, and ensure the long-term and stable development of the company;
The convening, number of attendees and voting procedures of the board meeting to review the employee stock ownership plan comply with the company law, the articles of association and other relevant provisions.
To sum up, the company’s proposed employee stock ownership plan for core managers and technical talents in 2022 will not harm the interests of the company and all its shareholders. It is agreed that the company will implement the employee stock ownership plan and submit the proposal to the general meeting of shareholders for deliberation.
February 17, 2022
(see the next page for the signature of the independent director)
Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) opinions of independent directors at the 19th meeting of the Fifth Board of directors
( Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) signature page of independent directors’ independent opinions on matters related to the 19th meeting of the Fifth Board of directors) independent directors:
Wang Zhangzhong and song Liguo forest trees
