Hangzhou Raycloud Technology Co.Ltd(688365)
Opinions of independent directors at the 28th meeting of the second board of directors
Hangzhou Raycloud Technology Co.Ltd(688365) (hereinafter referred to as “the company”) held the 28th meeting of the second board of directors on March 3, 2022. As an independent director of the company, In accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the Hangzhou Raycloud Technology Co.Ltd(688365) articles of Association (hereinafter referred to as the “articles of association”), and with a serious, rigorous and responsible attitude, We express the following independent opinions on the relevant matters submitted to the 28th meeting of the second board of directors for deliberation:
I Independent opinions on the plan of repurchasing the company’s shares by means of centralized bidding transaction
1. The shares repurchased by the company this time comply with the relevant provisions of 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 opinions on supporting the repurchase of shares by listed companies, the rules for the repurchase of shares by listed companies, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 7 – repurchase of shares, The voting procedures of the board meeting shall comply with relevant laws, regulations and the articles of association. 2. The total amount of the company’s share repurchase fund is not less than 20 million yuan (inclusive) and not more than 40 million yuan (inclusive). The fund to be used for this repurchase is self raised by the company, which will not have a significant impact on the company’s operation, finance and future development. The company is able to pay the repurchase price. After the repurchase, the equity distribution of the company meets the conditions of the listed company and will not affect the listing status of the company.
3. The implementation of the company’s share repurchase is conducive to safeguarding the interests of the company and shareholders, establishing and improving the company’s long-term incentive mechanism, fully mobilizing the enthusiasm of the company’s employees, and promoting the healthy and sustainable development of the company. The company’s share repurchase is necessary.
4. This repurchase is carried out in the form of centralized bidding transaction, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, we believe that the company’s share repurchase is legal and compliant, and the repurchase plan is feasible and necessary, which is in line with the interests of the company and all shareholders.
Hangzhou Raycloud Technology Co.Ltd(688365) independent director: Liu Zhihua, Shen Yuping, Zhao Wei March 3, 2022
