Guangzhou Shiyuan Electronic Technology Company Limited(002841)
Independent directors’ opinions on non-public offering of shares
Independent opinions on relevant matters
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) Relevant laws, regulations and normative documents, such as the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association of Guangzhou Shiyuan Electronic Technology Company Limited(002841) , the working rules for Guangzhou Shiyuan Electronic Technology Company Limited(002841) independent directors and so on, As an independent director of Guangzhou Shiyuan Electronic Technology Company Limited(002841) (hereinafter referred to as “the company”), we express independent opinions on relevant matters of the 13th meeting of the Fourth Board of directors as follows: I. independent opinions on the company’s meeting the conditions for non-public issuance of a shares
In order to enhance the company’s core competitiveness and further enhance its profitability, the company plans to issue no more than 199964911 A-share shares (including 199964911 shares) to specific objects, and the total amount of funds raised is no more than 2045494400 yuan (including 2045494400 yuan) (hereinafter referred to as “this non-public development of A-share shares”). The company complies with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and rules related to the non-public offering of listed companies, and the company meets the conditions for this non-public offering of a shares.
2、 Independent opinions on adjusting the company’s non-public offering of A-Shares in 2021 and the company’s non-public offering of A-Shares in 2021 (Revised Draft)
After verification, we believe that according to the regulatory requirements of the CSRC, the financial investment amount invested by the company from six months before the resolution date of the board of directors of the non-public offering of A-Shares to the non-public offering of A-Shares should be deducted from the total amount of funds raised. Therefore, the company adjusted the plan of non-public offering of A-Shares The plan and the proposal related to the non-public offering of A-Shares comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, and the answers to some questions about refinancing business, The completion of this issuance will help to comprehensively improve the company’s comprehensive competitiveness, promote the continuous growth of business and profits, and lay the foundation for the healthy and sustainable development of the company.
3、 Independent opinions on the company’s non-public offering of a shares, diluted immediate return, filling measures and commitments of relevant subjects
According to the company law, the securities law, the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) The requirements of relevant laws and regulations, such as several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), The company has carefully analyzed the impact of the adjusted non-public offering of A-Shares on the diluted immediate return, and formulated specific measures to fill the return. The directors and senior managers of the company have issued corresponding commitments in accordance with the above provisions. We believe that the company’s analysis of the impact of this adjusted non-public offering of A-Shares on the dilution of immediate return, relevant filling measures and commitments are in line with the provisions of relevant laws, regulations and rules, and in line with the interests of the company and all shareholders.
Guangzhou Shiyuan Electronic Technology Company Limited(002841) independent directors: Lin bin, Liu Heng, Huang Jiwu February 23, 2022
