Changsha Jingjia Microelectronics Co.Ltd(300474)
Independent directors’ opinions on the 8th meeting of the 4th board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of association and other relevant provisions, As an independent director of Changsha Jingjia Microelectronics Co.Ltd(300474) (hereinafter referred to as “the company”), based on our independent, objective and impartial judgment, we express our independent opinions on the relevant proposals considered at the eighth meeting of the Fourth Board of directors as follows:
1、 Independent opinions on terminating some raised investment projects and using the raised funds to permanently supplement the working capital. The company terminates the raised funds investment project this time and permanently supplement the remaining raised funds to the working capital, taking full account of the actual situation of the company, which is conducive to improving the utilization efficiency of the raised funds, The relevant decision-making procedures comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, and the company’s raised funds management system, and there is no damage to the interests of shareholders. Therefore, we agree to terminate the “general chip R & D and industrialization project for consumer electronics” and permanently supplement the remaining raised funds with working capital, and submit it to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the estimated amount of daily connected transactions in 2022
The actual situation of the company’s daily related party transactions in 2021 is different from the expected situation, which belongs to normal business behavior and has no significant impact on the company’s daily related party transactions and performance. The daily connected transactions of the company are in line with the actual production and operation of the company, and the transaction pricing is fair and reasonable, without damaging the interests of the company and all shareholders, especially the interests of minority shareholders.
The company’s reasonable prediction of related party transactions related to daily operation in 2022 is the normal need of the company’s business development and production and operation, which is conducive to the synergy between the company and related parties. The transaction pricing policy and pricing basis comply with the market principles of objectivity, fairness, equality, voluntariness and mutual benefit, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. The daily related party transactions between the company and related parties have no impact on the independence of the listed company, and the company’s business will not rely on or be controlled by related parties due to such transactions. When the board of directors of the company deliberated this proposal, the related directors have avoided voting. The deliberation and voting procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association, and agreed to the matters related to the estimated amount of daily related party transactions of the company in 2022.
Independent directors: Lai Xiangjun, Zhang Hua, Yu Xiaoyou February 24, 2022
