Xiamen Meiya Pico Information Co.Ltd(300188)
Prior approval opinions of independent directors on matters related to the seventh meeting of the Fifth Board of directors
As an independent director of the company in accordance with the company law of the people’s Republic of China, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the rules for independent directors of listed companies, the articles of association of Xiamen Meiya Pico Information Co.Ltd(300188) (hereinafter referred to as the “company”), the independent director system, the management system of related transactions and other relevant requirements and regulations, Based on the attitude of being responsible to the company, all shareholders and investors and the principle of seeking truth from facts, we express the following prior approval opinions on the matters related to the issuance of shares to specific objects considered at the seventh meeting of the Fifth Board of directors of the company:
1. The company’s proposal to issue shares to specific objects this time complies with the provisions of relevant laws, regulations and normative documents such as 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 registration of companies listed on the gem (for Trial Implementation) and the measures for the administration of securities issuance and underwriting, and is feasible and operable, The pricing method of this issuance of shares to specific objects is fair and fair, and there is no situation that damages the interests of the company and minority shareholders.
2. The company’s issuance of shares to specific objects this time is in line with the overall strategic development direction of the company in the future, is conducive to enhancing the company’s sustainable profitability and anti risk ability, and is in line with the interests of shareholders.
3. The subscription target of the shares issued to specific objects this time is SDIC Intelligent Technology Co., Ltd., which is the controlling shareholder of the company. According to the Listing Rules of gem shares of Shenzhen Stock Exchange, SDIC Intelligent Technology Co., Ltd. subscribes for the shares issued by the company this time, which constitutes a connected transaction. The related party transaction is fair, just and open, and the pricing of the related party transaction is fair and reasonable. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, and it complies with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
In conclusion, as an independent director, we agree to submit the relevant proposals on the company’s issuance of shares to specific objects and related party transactions to the board of directors for deliberation.
Independent directors: Hao Yeli, Zheng Wenyuan, Chen Shaohua March 3, 2022
