Guangdong Leadyo Ic Testing Co.Ltd(688135)
Independent opinions of independent directors on matters related to the eighth meeting of the third board of directors
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other relevant laws and regulations As independent directors of the company, we have carefully examined the relevant matters of the eighth meeting of the third board of directors after detailed inquiry and full understanding of the relevant conditions in accordance with the normative documents and the working system of independent directors and the articles of association of Guangdong Leadyo Ic Testing Co.Ltd(688135) (hereinafter referred to as "the company"), Express the following independent opinions:
1、 Independent opinions on adjusting the company's plan to issue A-Shares to specific objects in 2021
After review, we believe that the company's adjusted plan for issuing A-Shares to specific objects is formulated in combination with the actual situation of the company's operation and development, the content is reasonable and feasible, and complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation), It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company or its shareholders, especially the minority shareholders.
In conclusion, we unanimously agree to the proposal on adjusting the company's plan to issue A-Shares to specific objects in 2021.
2、 Independent opinions on the company's plan for issuing A-Shares to specific objects in 2021 (Revised Draft)
After review, we believe that the company's adjusted plan for issuing A-Shares to specific objects conforms to the actual situation of the company, the content is true, accurate and complete, the preparation is reasonable and feasible, and meets the requirements of relevant laws, regulations and normative documents such as the company law, the Securities Law and the measures for the administration of the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation), There is no situation that damages the interests of the company or its shareholders, especially the minority shareholders.
In conclusion, we unanimously agree to the proposal on the company's plan for issuing A-Shares to specific objects in 2021 (Revised Draft).
3、 Independent opinions on the feasibility analysis report (Revised Draft) on the use of funds raised by the company's issuance of A-Shares to specific objects in 2021
After review, we believe that the company has prepared the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in Guangdong Leadyo Ic Testing Co.Ltd(688135) 2021 (Revised Draft) according to the adjusted plan for issuing A-Shares to specific objects and combined with the actual situation of this issuance, which analyzes the feasibility of the use of raised funds. The revised use plan of raised funds is conducive to further improve the profitability and comprehensive competitiveness of the company, and is in line with the interests of the company and all shareholders.
In conclusion, we unanimously agree to the proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company's issuance of A-Shares to specific objects in 2021.
4、 Independent opinions on the demonstration and analysis report (Revised Draft) of the company's A-share issuance scheme to specific objects in 2021
After review, we believe that the adjusted demonstration and analysis report on Guangdong Leadyo Ic Testing Co.Ltd(688135) issuing A-Shares to specific objects (Revised Draft) fully demonstrates and analyzes the necessity of this issuance of securities and the selection of its varieties in combination with the actual situation of the company, taking into account the industry and development stage, financing planning, financial status, capital demand and other conditions of the company, The appropriateness of the selection scope, quantity and standard of the issuance object, the rationality of the pricing principle, basis, method and procedure of the issuance, the feasibility of the issuance method, the fairness and rationality of the issuance scheme, the impact of the issuance on the dilution of the original shareholders' equity or immediate return, and the specific measures for filling. The issuance meets the actual needs of the company, Comply with the provisions and requirements of relevant laws and regulations, and there is no situation that damages the interests of the company or its shareholders, especially minority shareholders.
In conclusion, we unanimously agree to the proposal on the demonstration and analysis report (Revised Draft) of the company's A-share issuance scheme to specific objects in 2021.
5、 Independent opinions on the company's issuance of A-Shares to specific objects in 2021, dilution of immediate return, filling measures and commitments of relevant subjects (Revised Draft)
According to the requirements of 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) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC notice [2015] No. 31), after examination, We believe that the company has analyzed the impact of the issuance of A-Shares to specific objects on the dilution of immediate return and formulated specific measures to fill the return. The directors, senior managers, controlling shareholders and actual controllers of the company have made commitments to the practical implementation of the company's measures to fill the return. The company's analysis of the impact of the issuance of A-Shares to specific objects on the dilution of immediate return, relevant filling measures and commitments are in line with the provisions of relevant laws and regulations, normative documents and the articles of association, and in line with the interests of the company and all shareholders. In conclusion, we unanimously agree to the proposal on the company's issuance of A-Shares to specific objects in 2021, dilution of immediate return, filling measures and commitments of relevant subjects (Revised Draft).
Independent directors: you Hailong, Zheng Wen, Guo Qun February 24, 2022
