Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120)
Independent directors’ opinions on the 9th meeting of the 5th board of directors
Independent opinions on relevant matters
As an independent director of Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) (hereinafter referred to as “the company”), we attended the 9th meeting of the 5th board of directors of the company. In accordance with relevant laws, regulations and normative documents such as Shenzhen Stock Exchange gem stock listing rules, guidelines for self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies and the provisions of the articles of association, We have carefully considered the relevant matters of the board of directors of the company, and now express special opinions on the relevant matters as follows:
1、 Independent opinions on adjusting some matters of the company issuing A-Shares to specific objects
This adjustment of the issuance of shares to specific objects complies with the provisions and requirements of laws, regulations and normative documents such as the company law, the securities law and the Interim Measures for the administration of securities issuance of companies listed on the gem, conforms to the actual situation and long-term development plan of the company, and does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to adjust some matters of the company issuing A-Shares to specific objects. 2、 Independent opinions on the company’s plan for issuing A-Shares to specific objects in 2020 (three revised drafts)
We believe that the contents of the revised draft of the plan comply with the provisions and requirements of laws, regulations and normative documents such as the company law, the securities law and the Interim Measures for the administration of securities issuance of companies listed on the gem, the actual situation and long-term development plan of the company, 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 revise the relevant proposals of the stock issuance plan to specific objects.
3、 Independent opinions on the demonstration and analysis report of the company’s stock issuance scheme to specific objects (three revised drafts)
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Interim Measures for the administration of securities issuance of companies listed on the gem and other laws, regulations and normative documents, and in combination with the company’s industry and development stage, financing planning, financial status, capital demand, etc, The board of directors of the company has prepared the demonstration and analysis report on the stock issuance scheme to specific objects. The demonstration and analysis of the report is practical and detailed, which is in line with the actual situation of the company and does not damage the rights and interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree on the contents of the relevant motion.
4、 Independent opinions on risk tips and filling measures for diluting immediate return by issuing shares to specific objects (three revised drafts)
The company analyzed the impact of the issue of shares to specific objects on the dilution of immediate return, and put forward specific filling measures. Relevant subjects also made a commitment that the filling measures taken by the company can be effectively implemented, Relevant measures and commitments comply 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 (GBF [2013] No. 110) The relevant provisions of the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) do not damage the rights and interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree on the contents of the relevant motion.
5、 Independent opinions on extending the validity period of resolutions of the general meeting of shareholders issuing shares to specific objects and the validity period of relevant authorizations
The company decided to extend the validity of the general meeting of shareholders issuing shares to specific objects and the validity of the general meeting of shareholders authorizing the board of directors to handle specific matters, which is in line with the interests of the company and does not harm the interests of the company and shareholders; The decision-making procedures are legal and effective, and comply with the provisions of relevant laws and regulations and the articles of association. We agree that the company will extend the validity period of the resolution of the general meeting of shareholders issuing shares to specific objects and the validity period of the board of directors authorized by the general meeting of shareholders to handle relevant matters for 12 months from the expiration date, and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
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Independent director: Li Xiaoping, Liu Shiming, Lou Shuang March 2, 2022
