Han'S Laser Technology Industry Group Co.Ltd(002008)
Independent directors' opinions on relevant matters of the 11th meeting of the 7th board of directors
Prior approval of
In accordance with the company law of the people's Republic of China, 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, the rules for the spin off of listed companies (for Trial Implementation), the Han'S Laser Technology Industry Group Co.Ltd(002008) articles of association and other relevant provisions, we are independent directors of the company, Prior approval opinions on relevant matters of the 11th meeting of the seventh board of directors of the company are as follows:
1、 About the spin off of its subsidiary Shenzhen Han's Photoelectric Equipment Co., Ltd. to be listed on the gem
As an independent director of the company, we carefully reviewed the documents related to the above matters of the company based on the principle of seeking truth from facts, We hereby give the following prior approval opinions: the company and Shenzhen Han's Photoelectric Equipment Co., Ltd. (hereinafter referred to as "Han's photoelectric") It meets the conditions for spin off listing. This spin off listing is commercially reasonable and conducive to safeguarding the legitimate rights and interests of the company, shareholders and creditors. It is feasible to spin off Han's optoelectronics to the gem. We recognize this spin off, Moreover, we agree to submit Han'S Laser Technology Industry Group Co.Ltd(002008) the plan for the spin off of its subsidiary Shenzhen Han's Photoelectric Equipment Co., Ltd. to the gem and other relevant proposals to the 11th meeting of the seventh board of directors of the company for deliberation.
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
As an independent director of the company, based on the principle of seeking truth from facts, we have carefully reviewed the documents related to the above matters of the company, and now give the following prior approval opinions: This connected transaction is conducive to enhancing the cohesion of the company and its holding subsidiary Han's optoelectronics, maintaining the long-term stable development of the company and Han's optoelectronics, and establishing a long-term incentive and restraint mechanism of benefit sharing and risk sharing, Attract and retain talents, fully mobilize employees' enthusiasm, initiative and creativity, and take into account the long-term interests of employees, the company and Han optoelectronics. This connected transaction follows the principles of voluntariness, fairness, reasonableness and consensus by both 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. Therefore, we agree to submit the proposal on 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 to the 11th meeting of the seventh board of directors of the company for deliberation.
Independent directors: Xie Jiawei, Wang Tianguang, Zhou Shengming, Zhu Xiaoguo March 7, 2022
