Wuhan Jingce Electronic Group Co.Ltd(300567) independent director
Independent opinions on matters related to the 39th meeting of the third board of directors. As an independent director of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as the “company”), we have carefully read and reviewed relevant materials in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of shares on the gem of Shenzhen Stock Exchange The guiding opinions on the establishment of independent director system in listed companies and the Wuhan Jingce Electronic Group Co.Ltd(300567) articles of Association (hereinafter referred to as the “articles of association”) have carefully considered the relevant proposals of the 39th meeting of the third board of directors of the company, and expressed the following independent opinions on the following related matters of the company based on independent judgment:
1、 Independent opinions on foreign investment and signing the capital increase and equity transfer agreement
After review, we believe that:
1. The capital increase and equity transfer of the company will help to further improve the company’s business layout in the whole industrial chain of the display industry, further enhance the company’s research and development ability, further improve the company’s comprehensive strength, industry status and competitiveness, and create more investment returns for shareholders, which is in line with the company’s development strategic plan.
2. This transaction was conducted by the partners through friendly negotiation and in accordance with the principle of equal cooperation. It is fair and impartial. There is no transfer of interests to related parties or damage to the interests of the company and all shareholders. Therefore, we agree to this transaction.
2、 Independent opinions on the sale of equity by subsidiaries and the signing of equity transfer agreement
After review, we believe that:
1. This equity transfer is conducive to the integration of resources and business segments, the replenishment of working capital, the optimization of the company’s asset structure, and meets the actual operation and future development needs of the company.
2. The matter has fulfilled the necessary deliberation procedures and complies with the relevant provisions of the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, articles of association and other systems. The consideration of this equity transfer transaction is fair and reasonable and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree on this equity transfer of the company.
3、 Independent opinions on providing guarantee for subsidiaries to apply for credit line from banks
After review, we believe that as a subsidiary within the scope of the consolidated statements, Shanghai Precision Measurement Semiconductor Technology Co., Ltd. has excellent assets, the company has absolute control over it, the financial risk is within the scope that the company can effectively control, the loan is mainly needed for its production and operation, and the company’s guarantee will not damage the interests of the company, There is no situation that damages the legitimate rights and interests of the company and shareholders, especially minority shareholders. The above guarantee matters comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange, and its decision-making procedures are legal and effective. Therefore, we unanimously agree to the proposal on providing guarantee for subsidiaries to apply for credit line from banks.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the 39th meeting of the third board of directors) signature of independent directors:
Ji Xiaoqin Lu Zaiping
December 22, 2021
