Luxshare Precision Industry Co.Ltd(002475)
Independent opinions of independent directors on relevant matters
As an independent director of Luxshare Precision Industry Co.Ltd(002475) (hereinafter referred to as “the company”), we have carefully reviewed the relevant documents of the company in accordance with the relevant provisions of laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors, Based on the position of independent judgment, the company reviewed the proposals on relevant matters at the 7th Meeting of the 5th board of directors and issued independent opinions as follows:
1、 Independent opinions on the company’s compliance with the conditions for non-public offering of shares
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and other relevant laws, regulations and normative documents, We have checked the relevant matters of the company item by item according to the qualifications and relevant conditions of non-public offering of shares of listed companies. We believe that the company meets the conditions of non-public offering of shares and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the company’s non-public offering plan
The non-public offering plan of the company complies with the provisions of laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), and the company meets the conditions for non-public offering of shares. The plan of the company’s non-public offering of shares is reasonable and feasible, in line with the company’s long-term development plan and the interests of all shareholders, and there is no situation that damages the interests of the company and minority shareholders. We agree with this and agree to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Independent opinions on the company’s non-public offering plan
The company’s plan for this non-public offering of shares complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies (revised in 2020) and the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) The provisions of laws, regulations and normative documents such as the standards for the content and format of information disclosure by companies that offer securities to the public No. 25 – stock plan and issuance report of non-public development of listed companies.
The content of the company’s plan for this non-public offering of shares is practical and feasible. It comprehensively considers the company’s industry and development status, business practice, capital demand and other conditions, conforms to the current situation and development trend of the company’s industry, helps to optimize the company’s financial structure, improve the company’s core competitiveness and promote the sustainable development of the company; There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree with this and agree to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by the company’s non-public offering
We believe that the purpose of the investment project raised by this non-public offering is in line with the provisions of relevant national policies, the actual situation and development needs of the company, the current situation and development trend of the company’s industry, the long-term development objectives of the company and the interests of shareholders. In this regard, we agree and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5、 Independent opinions on the special report on the use of the company’s previously raised funds
The report on the use of the last raised funds as of December 31, 2021 prepared by the board of directors complies with the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the storage and use of raised funds. The disclosed information on the use of raised funds is true, accurate and complete, and there are no violations in the storage and use of raised funds. In this regard, we agree and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6、 Independent opinions on the company’s non-public offering of shares, diluting the immediate return and filling the return measures and the commitments of relevant subjects
The company has carefully analyzed and formulated relevant measures on the impact of this non-public offering on the company’s main financial indicators and the impact of this non-public offering on diluted immediate return. The dilution of the company’s expected immediate income is reasonable, and the measures to fill the immediate income comply with the provisions of relevant laws, regulations and normative documents, which is conducive to safeguarding the legitimate rights and interests of small and medium-sized investors. The controlling shareholders, actual controllers, directors and senior managers of the company have made a commitment that the company’s measures to fill the immediate return can be effectively fulfilled. In this regard, we agree and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. 7、 Independent opinions on requesting the general meeting of shareholders of the company to authorize the board of directors to fully handle matters related to the company’s non-public offering of shares
The company requests the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the non-public offering of shares. The scope of authorization complies with the relevant provisions of laws and regulations, which is conducive to the company’s efficient and orderly promotion of matters related to the offering and in the interests of the company. In this regard, we agree and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8、 Independent opinions on adjusting the list of incentive objects reserved and granted in the 2019 stock option incentive plan, the number of options and canceling some options
The company’s adjustment of the 2019 stock option incentive plan, the list of incentive objects to be granted, the number of options and the cancellation of some options are within the scope of authorization of the company’s board of directors by the first extraordinary general meeting of shareholders in 2019, It complies with the provisions of the measures for the administration of equity incentive of listed companies, the 2019 stock option incentive plan (Draft) and the measures for the administration of the implementation and assessment of 2019 stock option incentive plan, and has performed the necessary procedures.
Therefore, we agree that the company will adjust the 2019 stock option incentive plan, reserve the list of incentive objects, the number of options and cancel some options.
9、 Independent opinions on the achievement of exercise conditions reserved for the second exercise period of the 2019 stock option incentive plan
According to the measures for the administration of equity incentive of listed companies and the company’s 2019 stock option incentive plan (Draft), we have checked the matters that meet the exercise conditions in the second exercise period reserved for the company’s 2019 stock option incentive plan, and believe that:
1. The company meets the conditions for the implementation of the equity incentive plan in accordance with the administrative measures for equity incentive of listed companies, 2019 stock option incentive plan (Draft) and other relevant provisions. The company has the subject qualification for the implementation of the equity incentive plan, and there are no circumstances in which the rights are not allowed to be exercised in the above provisions.
2. After verification, 239 incentive objects that can exercise this time have met the exercise conditions of the second exercise period reserved and granted in the company’s stock option incentive plan (Draft) in 2019, and their subject qualification as incentive objects reserved and granted in the second exercise period in the company’s stock option incentive plan is legal and effective.
3. The company’s 2019 stock option incentive plan does not violate the provisions of relevant laws and regulations and the interests of the company and all shareholders on the exercise arrangement of stock options reserved for each incentive object (including exercise period, exercise conditions, exercise price, etc.).
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects of this exercise, and this exercise does not damage the interests of the company and all shareholders.
Therefore, we agree that the above 239 incentive objects will exercise their rights independently within the second exercise period of reserved grant specified in the company’s 2019 stock option incentive plan (Draft).
10、 Independent opinions on applying for comprehensive credit line from the bank
The company has good reputation and operating conditions and controllable financial risks. The application for comprehensive credit from the bank will not have an adverse impact on the normal operation and business development of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The decision-making procedure of this credit application complies with relevant laws and regulations, normative documents and the relevant provisions of the articles of association. Therefore, we unanimously agree that the company applies for comprehensive credit from the bank. 11、 Independent opinions on carrying out foreign exchange derivatives transactions
The company’s foreign exchange derivatives trading business is mainly to avoid the foreign exchange risk caused by the fluctuation of RMB exchange rate and effectively control the cost uncertainty caused by foreign exchange risk. The company has formulated the financial derivatives trading business management system, which is conducive to strengthening the risk management and control of foreign exchange derivatives trading. At the same time, the company guarantees that the margin of derivatives transactions to be carried out will use its own working capital and will not involve raised funds. The deliberation, voting and other procedures of this matter comply with the company law, the articles of association and other relevant provisions. We agree that the company will carry out the above business.
12、 Independent opinions on matters related to the expected daily connected transactions in 2022
The actual total amount of the company’s daily related party transactions in 2021 is lower than the expected total amount, which is due to the fact that the company combines the actual operating conditions and follows the principle of avoiding unnecessary related party transactions and reducing the occurrence of related party transactions. The related party transactions are fair and just, and the transaction price is objective and fair, without damaging the interests of the company and other non related party shareholders.
The company expects that the daily related party transactions with related parties in 2022 are to meet the needs of the company’s normal business. The transactions follow the principle of “objectivity, impartiality, equality and voluntariness”, and the transaction price is determined through negotiation according to the market price, which is fair and reasonable; Such related party transactions will not affect the independence of the company, the company’s main business will not rely on or be controlled by related parties due to such transactions, and there is no situation that damages the interests of the company and minority shareholders. The related directors have avoided voting, and the deliberation and voting procedures of the board of directors comply with relevant national laws, regulations, normative documents and the articles of association. We agree with this. (no text below this page)
(there is no text on this page, which is the signature page of Luxshare Precision Industry Co.Ltd(002475) independent directors’ independent opinions on relevant matters) independent directors:
Zhang Ying, Liu Zhonghua, song Yuhong
