Xiamen Meiya Pico Information Co.Ltd(300188)
Independent opinions of independent directors on matters related to the seventh meeting of the Fifth Board of directors
In accordance with the company law of the people's Republic of China, the guidelines for the standardized operation of companies listed on the growth enterprise market 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 connected transactions and other relevant requirements and regulations, as an independent director of the company With a responsible attitude of all shareholders and investors and adhering to the principle of seeking truth from facts, we have carefully verified the relevant matters considered at the seventh meeting of the Fifth Board of directors of the company, and now express independent opinions on the relevant matters as follows:
1、 Independent opinions on the company meeting the conditions for issuing shares to specific objects
In accordance 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 and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, we have checked the relevant matters of the company item by item according to the qualifications and conditions of companies listed on the gem to issue shares to specific objects, It is considered that the company meets the qualifications and conditions for GEM listed companies to issue shares to specific objects. Therefore, we unanimously agree to the proposal on the company meeting the conditions for issuing shares to specific objects and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company's plan to issue shares to specific objects
The company's plan to issue shares to specific objects (hereinafter referred to as "this issuance") 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 registration of companies listed on GEM (for Trial Implementation) and other laws and regulations, normative documents and the relevant provisions of the articles of association. The scheme of this issuance is practical and operable, Considering the actual situation of the company, it is in line with the long-term development needs of the company and the interests of all shareholders of the company. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the proposal on the company's stock issuance scheme to specific objects and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company's stock issuance plan to specific objects
The company's stock issuance plan prepared for this issuance 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 and registration of companies listed on GEM (for Trial Implementation) and other laws and regulations, normative documents and the relevant provisions of the articles of association, and conforms to the actual situation of the company, 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 and its shareholders, especially the minority shareholders. We agree to the proposal on the company's stock issuance plan to specific objects and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects
The use of the company's raised funds in this issuance complies with the provisions of relevant laws, regulations and normative documents, the company's long-term development plan, the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the proposal on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the demonstration and analysis report of the company's stock issuance scheme to specific objects
The demonstration and analysis report on the company's stock issuance scheme to specific objects prepared by the company for this issuance takes into account the company's industry and development stage, financial situation, capital demand and other conditions, and fully analyzes and demonstrates the variety and necessity of the securities to be issued, the selection scope, quantity and standard of the issuing objects are appropriate, and the pricing principle, basis The methods and procedures are reasonable, the issuance method is feasible, the issuance scheme is fair and reasonable, and the specific measures for dilution and filling of immediate return are feasible, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. Therefore, we unanimously agree to the proposal on the demonstration and analysis report of the company's stock issuance scheme to specific objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the risk tips and filling measures for diluting the immediate return after issuing shares to specific objects and the commitments of relevant subjects
The company has carefully analyzed the impact of the issuance of shares on the diluted immediate return, and put forward specific measures to fill the return. The relevant subjects of the company have made corresponding commitments on the issue of shares to specific objects to dilute the immediate return and take filling measures. The company's analysis of the impact of this issuance on the dilution of immediate return, the measures to fill the return and the commitments of relevant subjects are in line with 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 The requirements of laws, regulations and normative documents such as the guidance of China Securities Regulatory Commission on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return are in line with the overall interests of all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the proposal on risk warning and filling measures for diluted immediate return of shares issued to specific objects and commitments of relevant subjects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on shareholder return planning for the next three years (20222024)
The shareholder return plan complies with the company law of the people's Republic of China, the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association of Xiamen Meiya Pico Information Co.Ltd(300188) companies and other relevant provisions, further improves the company's profit distribution policy, establishes and improves the scientific Continuous and stable dividend decision-making and supervision mechanism, increase the transparency and operability of profit distribution decision-making, actively repay shareholders and safeguard the legitimate rights and interests of shareholders. Therefore, we unanimously agree to the proposal on shareholder return planning for the next three years (20222024) and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the need to prepare the report on the use of the previously raised funds
In view of the fact that the previous issue of shares to purchase assets did not involve the raising of supporting funds, the company did not raise funds through allotment, additional issuance and convertible corporate bonds in recent five fiscal years, and the equity contribution, transfer registration and listing and trading time of new shares in the previous issue of shares to purchase assets have reached five fiscal years. In view of the above, the company does not need to prepare the report on the use of the funds raised in the previous time, nor does it need to hire an accounting firm to issue the verification report on the use of the funds raised in the previous time. Therefore, we unanimously agree to the proposal on the unnecessary preparation of the report on the use of the previously raised funds. 9、 Independent opinions on related party transactions involved in the company's issuance of shares to specific objects
The issuing object of this issuance of the company is SDIC Intelligent Technology Co., Ltd. before this issuance, SDIC Intelligent Technology Co., Ltd. was the controlling shareholder of the company, and this transaction constituted a connected transaction.
This related party transaction complies with the principles of openness, fairness and impartiality, and the issuance price and pricing method comply with the provisions of relevant laws, regulations and normative documents. The procedures of the board of directors of the company to consider this related party transaction are legal and effective, in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the proposal on related party transactions involving the issuance of shares by the company to specific objects and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the signing of conditional share subscription agreement between the company and specific objects
The share subscription agreement signed between the company and SDIC Intelligent Technology Co., Ltd., the issuing target of this issuance, on the conditional effectiveness of this issuance is legal and effective, which is in line with the interests of the company and all shareholders. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company. Therefore, we unanimously agree to the proposal on the signing of conditional and effective share subscription agreement between the company and specific objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
11、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects
This request to the general meeting of shareholders to authorize the board of directors to handle all matters related to this offering is in line with the actual needs of this offering, in line with the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws and regulations, normative documents and the relevant provisions of the articles of association, and in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. Therefore, we unanimously agree to the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the issuance of shares to specific objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
To sum up, we agree to submit the proposals and documents related to this issuance to the general meeting of shareholders of the company for deliberation. Independent directors: Hao Yeli, Zheng Wenyuan, Chen Shaohua March 3, 2022
