Zhuhai Bojay Electronics Co.Ltd(002975) independent director
Independent opinions on matters related to the sixth meeting of the second board of directors
In accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the Zhuhai Bojay Electronics Co.Ltd(002975) articles of association, the working system of Zhuhai Bojay Electronics Co.Ltd(002975) independent directors and other relevant laws, regulations and rules, we are the independent directors of Zhuhai Bojay Electronics Co.Ltd(002975) (hereinafter referred to as the “company”), In the spirit of being responsible for shareholders, based on the position of independent judgment, after reviewing relevant materials, the independent opinions on the relevant matters considered at the sixth meeting of the second board of directors are as follows: I. independent opinions on the prediction of daily connected transactions in 2022
The actual total amount of the company’s daily related party transactions in 2021 is lower than the expected total amount, which is due to the fact that the company follows the principle of avoiding unnecessary related party transactions and reducing the occurrence of related party transactions as far as possible in combination with the actual business situation. The related party transactions are fair and impartial, and the transaction price is objective and fair, without damaging the interests of the company and minority shareholders. The company estimates the amount of daily related party transactions in 2022 according to the needs of daily business activities in 2022. The pricing of such related party transactions is fair, follows the principles of openness, fairness and impartiality, does not affect the independence of the company’s operation, does not harm the interests of the company and minority shareholders, and is in line with the overall interests of the company. Therefore, we unanimously agree on the forecast of daily connected transactions in 2022.
2、 Independent opinions on the proposed waiver of the preemptive right to increase capital and the preemptive right to transfer equity of the joint-stock company. This capital increase and equity transfer of Dingtai Xinyuan follows the commercial principles of compensation, fairness and voluntariness. All parties to the transaction sign agreements based on the principles of equality, voluntariness and mutual benefit, and the pricing is fair and reasonable. The company’s waiver of the priority right of equity transfer and capital increase of Dingtai Xinyuan, a joint-stock company, is based on the prudent decision made by the company on its own development plan, will not change the scope of the company’s consolidated statements, and will not have a significant adverse impact on the company’s financial status, operating results, future main business and sustainable operation ability. The deliberation and decision-making procedures of this matter comply with the provisions of relevant laws and administrative regulations, There is no situation that damages the interests of the company and all shareholders. Therefore, we agree to waive the priority of equity transfer and capital increase.
3、 Independent opinions on the scheme of repurchasing some public shares
The company’s repurchase is legal and compliant. The repurchase of public shares by the company complies 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 share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, the stock listing rules of Shenzhen Stock Exchange, and the opinions on supporting listed companies to repurchase shares, The voting procedures of the board of directors comply with the relevant provisions of laws and regulations and the articles of association. This time, the company repurchases the company’s shares with its own funds and will be used to implement the company’s equity incentive plan, so as to further improve the corporate governance structure, effectively build a long-term incentive and restraint mechanism held by the management team, ensure the realization of the company’s long-term business objectives, promote the consistency of interests and income sharing of all shareholders, and enhance the overall value of the company.
This repurchase will not have a significant impact on the company’s operation, finance, R & D, debt performance ability and future development, and will not affect the company’s listing status. Therefore, we agree that the company’s repurchase of social public shares is legal and compliant, which is both necessary and feasible, in line with the interests of the company and all shareholders, and agree to the matters on the repurchase of some social public shares.
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Signature of independent director:
Song Baoning, Yang Xiaoxing
March 18, 2022
