S.F.Holding Co.Ltd(002352) independent directors about
Independent opinions on relevant matters of the 22nd Meeting of the 5th board of directors of the company
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for independent directors of listed companies, the standards for corporate governance of listed companies, and the stock listing rules of Shenzhen Stock Exchange I, as an independent director of S.F.Holding Co.Ltd(002352) (hereinafter referred to as the “company”), comply with the relevant provisions of the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the measures for the administration of equity incentive of listed companies and the S.F.Holding Co.Ltd(002352) articles of Association (hereinafter referred to as the “articles of association”), Having carefully reviewed the meeting materials of the 22nd Meeting of the 5th board of directors of the company, after careful analysis and in the attitude of seriousness, responsibility and independent judgment, we hereby express independent opinions on the relevant matters of the 22nd Meeting of the 5th board of directors of the company as follows:
1、 Independent opinions on the repurchase of shares by the company through centralized bidding
1. The company’s share repurchase plan complies with the company law, the securities law, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. The voting procedure of the meeting of the board of directors to consider the matter is legal and compliant.
2. The shares repurchased this time are used for equity incentive, which is conducive to further improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s core backbone and excellent employees, enhance the long-term investment value of the company’s shares and the confidence of investors, promote the reasonable return of the stock value, and then safeguard the interests of all shareholders. It is necessary for the company to repurchase shares this time.
3. The total capital of the company’s share repurchase this time shall not be less than RMB 1 billion and not more than RMB 2 billion, the share repurchase price shall not exceed RMB 70 / share, and the source of capital is its own funds. According to the company’s operation, finance, R & D and capital status, this share repurchase will not have a significant adverse impact on the company’s operation, financial status and future development, and will not affect the company’s listing status. This repurchase is implemented in the form of centralized bidding transaction, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The share repurchase plan is reasonable and feasible.
In conclusion, we agree with the company’s share repurchase.
(there is no text on this page, which is the signature page of the independent opinions of S.F.Holding Co.Ltd(002352) independent directors on matters related to the 22nd Meeting of the Fifth Board of directors of the company)
Signature of independent director:
Zhou Zhonghui, Jin Li
Ye Diqi, Zhou Yongjian
March 2, 2022
