Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors
Prior approval opinion
In accordance with the independent director rules 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 listed companies on the main board, the articles of association and other relevant provisions, as independent directors of Shenzhen Dawei Innovation Technology Co.Ltd(002213) (hereinafter referred to as the “company”), we, in a serious and responsible attitude and based on independent judgment, Reviewed the documents related to the 23rd Meeting of the 5th board of directors in advance and expressed the following opinions:
1、 Prior approval opinions on the company’s termination of non-public offering of shares in 2020
The termination of the company’s non-public offering of A-Shares in 2020 will not have a significant adverse impact on the company’s daily production and operation, and there will be no damage to the interests of the company and all shareholders, especially minority shareholders. We agree to submit the proposal on terminating the non-public offering of A-Shares in 2020 to the board of directors of the company for deliberation.
2、 Prior approval opinions on the signing of the termination agreement of conditional effective share subscription agreement and related party transactions between the company and the subscriber
In view of the company’s intention to terminate the non-public offering of shares in 2020, through consultation between the company and the subscription objects Shenzhen chuangtong Investment Development Co., Ltd. and Lian Zongmin, both parties agree to terminate the original conditional effective share subscription agreement and sign the termination agreement of conditional effective share subscription agreement. This matter does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to submit this proposal to the board of directors of the company for deliberation.
3、 Prior approval opinions on the proposal related to the company’s non-public offering of shares in 2022
The company complies with various provisions on non-public offering of shares and meets the conditions for non-public offering of shares. The company’s plan and plan for non-public offering of shares in 2022 comply with the relevant provisions of laws, regulations and other normative legal documents, such as the company law, the securities law, the measures for the administration of securities issuance of listed companies (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), the plan is reasonable and feasible, and is in line with the company’s long-term development plan and the interests of all shareholders, There is no situation that damages the interests of the company and minority shareholders.
We recognize the non-public offering of shares and agree to submit the proposals related to the non-public offering of shares to the board of directors of the company for deliberation.
4、 Prior approval opinions on related party transactions involved in the company’s non-public offering of shares in 2022
We believe that the related party transactions related to the company’s non-public offering of shares in 2022 comply with the relevant provisions of laws and regulations such as the company law, the securities law, the measures for the administration of securities issuance of listed companies (revised in 2020) and the articles of association, and are in line with the interests of the company and all shareholders. The reasons for the transaction between the two parties of the related party transaction are reasonable and sufficient, the pricing principles and methods of the related party transaction are appropriate and reasonable, and the related matters of the related party transaction will perform the necessary internal decision-making procedures of the related party transaction, and the related party transaction does not violate the principles of openness, fairness and impartiality; There are no acts that harm the interests of the company and its shareholders, especially the minority shareholders, and comply with the provisions of relevant national laws, regulations and normative documents. We agree to submit the proposals related to this non-public offering of shares to the board of directors of the company for deliberation.
[there is no text on this page, which is the signature page of Shenzhen Dawei Innovation Technology Co.Ltd(002213) independent directors’ prior approval opinions on matters related to the 23rd Meeting of the 5th board of directors] signature of independent directors:
Sun Dongsheng, Lin Zhuobin, Xiao Lin
March 25, 2022
