Independent opinions of independent directors on relevant matters
Shenzhen Topband Co.Ltd(002139)
Independent opinions of independent directors on relevant matters
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of companies listed on the main board, the rules for the spin off of listed companies (for Trial Implementation) and other relevant laws and regulations As an independent director of Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as "the company"), in accordance with the provisions of the normative documents and the articles of association of Shenzhen Shenzhen Topband Co.Ltd(002139) Co., Ltd., after carefully reviewing and understanding the relevant proposals of the 22nd (Interim) meeting of the seventh board of directors in the spirit of good faith and diligence, we express the following independent opinions:
1、 Independent opinions on matters related to the listing of Shenzhen Research Control Automation Technology Co., Ltd., a subsidiary of the company's spin off, on the gem of Shenzhen Stock Exchange
Verified:
1. The plan of Shenzhen Topband Co.Ltd(002139) about the spin off of the subsidiary Shenzhen Research Control Automation Technology Co., Ltd. to be listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as "the spin off") prepared by the company for the proposed spin off of the subsidiary Shenzhen Research Control Automation Technology Co., Ltd. to be listed on the gem complies with the securities law of the people's Republic of China, the rules for the spin off of listed companies (for Trial Implementation) and other laws The regulations and normative documents are feasible and operable. This spin off 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 China Securities Regulatory Commission and Shenzhen Stock Exchange on horizontal competition and related party transactions, meet the interests of the company and all shareholders, and do not damage the interests of minority shareholders. 2. The approval, examination and approval matters related to the shareholders' meeting, Shenzhen Stock Exchange and China Securities Regulatory Commission involved in the spin off have been disclosed in detail in Shenzhen Topband Co.Ltd(002139) the plan for the listing of the spin off subsidiary Shenzhen Research Control Automation Technology Co., Ltd. on the gem, and special tips have been made on the risks that the relevant approval, examination and approval may not be obtained.
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.
Independent opinions of independent directors on relevant matters
4. The convening method of the 22nd interim meeting of the board of directors and the voting procedure of the 7th interim meeting of the company are in accordance with the provisions of the company's articles of association and the relevant laws and regulations.
5. We agree to the overall arrangement of the spin off, agree to the proposals related to the spin off considered at the 22nd (Interim) meeting of the seventh board of directors, and request 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.
Independent director: Huang Yuegang, Hua Xiuping, Li Xumeng March 26, 2022
