Pci Technology Group Co.Ltd(600728) independent director
Independent opinions on matters related to the company’s non-public offering of shares
In accordance with the independent director rules of listed companies, the Listing Rules of Shanghai Stock Exchange, the articles of association of Pci Technology Group Co.Ltd(600728) (hereinafter referred to as the “articles of association”) and other relevant provisions of China Securities Regulatory Commission, we are the independent directors of Pci Technology Group Co.Ltd(600728) (hereinafter referred to as the “company”), After carefully considering the relevant documents of the third extraordinary meeting of the ninth board of directors in 2022 on the company’s non-public offering of shares in 2022 (hereinafter referred to as “this offering”), based on personal independent judgment, the following independent opinions are issued on the matters related to the company’s non-public offering of shares:
(I) the relevant proposals involved in this offering were deliberated and adopted at the third extraordinary meeting of the ninth board of directors in 2022. The convening and convening procedures, voting procedures and methods of this board meeting comply with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange and other relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors.
(II) the issuance plan of the company 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, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, taking into account the industry and development status of the company Business demand and other conditions are in line with the current situation and development trend of the company’s industry, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The issuance of the company meets the relevant conditions and qualifications, the issuance scheme is reasonable and feasible, and the relevant authorization arrangements are conducive to the efficient and orderly handling of the issuance.
We agree to the proposal related to the company’s non-public offering of shares, and will supervise the company’s legal compliance and orderly promote the offering, so as to effectively protect the interests of all shareholders.
(III) the deposit and use of the company’s previously raised funds strictly comply with the relevant provisions of relevant laws and regulations such as China Securities Regulatory Commission and Shanghai Stock Exchange, and there is no violation of relevant provisions such as changing the purpose; The investment project of the raised funds in this issuance conforms to the relevant national industrial policies. After the implementation of the project, it will help to improve the profitability of the company, optimize the business structure and improve the anti risk ability. The use of the raised funds in this issuance conforms to the actual situation and development needs of the company.
(IV) the measures taken by the company to fill the diluted immediate return of this issuance are practical and feasible, which is conducive to improving the business scale and operating efficiency of the company, and requires relevant subjects to issue commitments to ensure performance, effectively protecting the interests of all shareholders.
(V) the company’s shareholder dividend return plan for the next three years (2022-2024) formulated by the company can achieve a sustained and stable return on investment to investors and take into account the sustainable development of the company. On the premise of ensuring normal operation and development, the company distributes profits in cash, stock or a combination of cash and stock, and gives priority to cash distribution when cash dividend conditions are met, which is conducive to protecting the legitimate rights and interests of investors, complies with the provisions of relevant laws, regulations and normative documents, and does not damage the interests of the company or minority shareholders.
(VI) 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 meets the relevant provisions of laws and regulations, which is conducive to the smooth and efficient promotion of the non-public offering of shares. There is no situation that damages the interests of the company and all its shareholders, especially small and medium-sized shareholders, and is in line with the interests of the company.
In conclusion, we believe that this issuance of the company is conducive to the long-term development of the company, conforms to the interests of the company and all shareholders, does not damage the interests of minority shareholders, and the voting procedure is legal and in line with the provisions of laws, regulations and the articles of association. We agree to submit the relevant contents to the general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Pci Technology Group Co.Ltd(600728) independent directors’ independent opinions on matters related to non-public development of shares of the company) signature of independent directors:
Lu Xin, Lai jianhuang, Lu Xiaoming
February 25, 2022
