Han'S Laser Technology Industry Group Co.Ltd(002008) independent directors
Independent opinions on relevant matters of the 11th meeting of the 7th board of directors
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the stock listing rules of Shenzhen Stock Exchange, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the rules for the spin off of listed companies (for Trial Implementation) (hereinafter referred to as the "spin off rules") And the Han'S Laser Technology Industry Group Co.Ltd(002008) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions, as independent directors of the company, we express independent opinions on relevant matters considered at the 11th meeting of the seventh board of directors as follows:
1、 Matters related to the spin off of its subsidiary Shenzhen Han's Photoelectric Equipment Co., Ltd. to be listed on the gem
1. The plan of Han'S Laser Technology Industry Group Co.Ltd(002008) on the spin off of its subsidiary Shenzhen Han's Optoelectronic Equipment Co., Ltd. to be listed on the gem formulated by the company complies with the provisions of laws, regulations and normative documents such as the securities law of the people's Republic of China, the spin off rules, and is feasible and operable. The company plans to spin off its subsidiary Shenzhen Han's Optoelectronic Equipment Co., Ltd. (hereinafter referred to as "Han's optoelectronic") to be listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as "this spin off"), which will help the company focus more on the development of its main business and enhance the profitability and comprehensive competitiveness of the company and its subsidiaries. After the spin off, the company and its subsidiaries to be spun off meet the regulatory requirements of the CSRC and the stock exchange on horizontal competition and related party transactions. This spin off is in line with the interests of the company and all shareholders and does not damage the interests of minority shareholders.
2. The approval, examination and registration of the general meeting of shareholders, the stock exchange, the China Securities Regulatory Commission and other matters involved in the spin off have been disclosed in detail in Han'S Laser Technology Industry Group Co.Ltd(002008) the plan for the listing of the spin off subsidiary Shenzhen Han's Photoelectric Equipment Co., Ltd. on the gem, and may not pass the relevant approval, examination The risks of the registration procedure are specially reminded.
3. The spin off complies with relevant national laws, regulations and policies, follows the principles of openness, fairness and impartiality, conforms to the interests of the company and all shareholders, and is fair and reasonable to all shareholders.
4. The proposal related to this spin off was submitted to the 11th meeting of the 7th board of directors of the company for deliberation and approval. The convening, convening procedures, voting procedures and methods of the meeting shall comply with the provisions of the company law and other laws and regulations and the articles of association.
5. The independent directors of the company agreed to the overall arrangement of the company's spin off, agreed to the proposals related to the spin off considered at the 11th meeting of the seventh board of directors of the company, and submitted to the general meeting of shareholders to authorize the board of directors and its authorized persons to handle relevant matters.
6. The spin off still needs to be reviewed and approved by the general meeting of shareholders and relevant competent authorities.
2、 About the participation of some directors, senior managers and their related parties and core employees in the shareholding and related party transactions of the subsidiaries to be spun off
This related party transaction is conducive to enhancing the cohesion of the company and its holding subsidiary, maintaining the long-term and stable development of the company and Han optoelectronics, establishing a long-term incentive and restraint mechanism of benefit sharing and risk sharing, attracting and retaining talents, fully mobilizing the enthusiasm, initiative and creativity of employees, and taking into account the long-term interests of employees, the company and Han optoelectronics. This connected transaction follows the principles of voluntariness, fairness, rationality and consensus of all parties, does not affect the independence of the company, does not damage the interests of the company and all shareholders, and does not violate relevant laws and regulations. This transaction constitutes a related party transaction of the listed company and does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
Independent directors: Xie Jiawei, Wang Tianguang, Zhou Shengming, Zhu Xiaoguo March 7, 2022
