Luxshare Precision Industry Co.Ltd(002475) independent director
Matters related to the company’s non-public offering of shares in 2022
Prior approval of
Luxshare Precision Industry Co.Ltd(002475) (hereinafter referred to as “the company”) plans to convene the seventh meeting of the Fifth Board of directors of the company on February 21, 2022 to review the relevant proposals of the company’s non-public offering of shares.
As an independent director of the board of directors of the company, in accordance with the requirements of the standards for the governance of listed companies and the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC, 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 laws, regulations and normative documents, the company has carefully verified the matters related to the non-public offering of shares in 2022, Give the following prior approval opinions:
1、 Proposal on the company’s compliance with the conditions for non-public development 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 seventh meeting of the Fifth Board of directors for deliberation.
2、 Proposal on the company’s non-public offering of shares
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. In this regard, we agree and agree to submit the proposal to the seventh meeting of the Fifth Board of directors for deliberation.
3、 Proposal on the company’s non-public stock development 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. In this regard, we agree and agree to submit the proposal to the seventh meeting of the Fifth Board of directors for deliberation.
4、 Proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company
After reviewing the feasibility analysis report on the use of funds raised by non-public development banks in 2022, we believe that the purpose of the investment project of the funds 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 seventh meeting of the Fifth Board of directors for deliberation.
5、 Proposal 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 seventh meeting of the Fifth Board of directors for deliberation.
6、 Proposal on diluting the immediate return of the company’s non-public Development Bank shares, measures to fill the immediate return and 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 seventh meeting of the Fifth Board of directors for deliberation.
7、 Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the non-public development of shares of the company
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 seventh meeting of the Fifth Board of directors for deliberation.
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(there is no text on this page, which is the signature page of Luxshare Precision Industry Co.Ltd(002475) independent directors’ prior approval opinions on matters related to non-public development of shares in 2022) independent directors:
Zhang Ying, Liu Zhonghua, song Yuhong
