Independent opinions on matters related to the 23rd Meeting of the 5th board of directors
In accordance with the 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 articles of association, we, as independent directors of Shenzhen Dawei Innovation Technology Co.Ltd(002213) (hereinafter referred to as the "company"), with a serious and responsible attitude, Having reviewed the relevant documents of the 23rd Meeting of the 5th board of directors, based on independent judgment, the independent opinions are as follows:
1、 Independent opinions on the termination of the company's non-public offering of A-Shares in 2020
After reviewing the relevant materials, we believe that the company's termination of the non-public offering of A-Shares in 2020 is a prudent decision made by comprehensively considering the actual situation of the company, regulatory policies and other factors. The contents and procedures of this relevant proposal are legal and compliant, and there is no harm to the interests of the company and all shareholders. We agree to submit the termination of the company's non-public offering of A-Shares in 2020 to the second extraordinary general meeting of shareholders in 2022 for deliberation.
2、 Independent opinions on the signing of the termination agreement of conditional effective share subscription agreement and related party transactions between the company and the subscriber
After reviewing the relevant materials, we believe that the contents of the relevant termination agreement comply with the relevant provisions of national laws, regulations and normative documents. The decision-making procedures for the signing and termination of the agreement are legal and compliant, comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to submit the signing of the above termination agreement to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Independent opinions on the company's compliance with the conditions for non-public offering of shares
After reviewing relevant materials, combining with the actual situation of the company and careful verification, we believe that the company's non-public offering of shares complies with the provisions of laws, regulations and normative 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 of listed companies (revised in 2020), and the company is qualified for non-public offering of shares. Therefore, we agree to this matter. 4、 Independent opinions on the company's non-public offering plan in 2022
After reviewing the relevant materials, we believe that the company's 2022 non-public offering plan complies with the company law, the securities law, the measures for the administration of securities issuance by listed companies (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), the standards for the content and format of information disclosure by companies issuing securities No. 25 - plan and issuance report of non-public offering of shares by listed companies and other laws The provisions of laws, regulations and normative documents are in line with the company's development status, capital needs and other actual conditions, and the content is practical, which is helpful to optimize the company's capital structure and promote the sustainable development of the company; There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to the company's non-public offering plan for 2022. 5、 Independent opinions on the company's plan for non-public offering of A-Shares in 2022
After reviewing relevant materials, we believe that the Shenzhen Dawei Innovation Technology Co.Ltd(002213) 2022 plan for non-public development of A-Shares prepared for this non-public offering comprehensively considers the current situation and development trend of the industry, the current situation and actual situation of the company, and the plan does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders, Moreover, this non-public offering of shares is conducive to enhancing the company's sustainable profitability and market competitiveness, which is in line with the interests of the company's shareholders. Therefore, we agree to the company's plan for non-public offering of shares in 2022.
6、 Independent opinions on the feasibility analysis report on the use of funds raised by the company's non-public offering of A-Shares in 2022
After reviewing the relevant materials, we believe that the use of the raised funds conforms to the relevant national industrial policies and the overall development direction of the company in the future, is conducive to enhancing the sustainable operation ability of the company, is conducive to the long-term development of the company, is in line with the interests of the company and all shareholders, and does not damage the interests of the company or minority shareholders. Therefore, we agree to this matter.
7、 Independent opinions on the signing of conditional and effective share subscription agreement between the company and the target to be subscribed
After reviewing the relevant materials, we believe that the conditional share subscription agreement signed between the company and the proposed subscription object complies with the provisions of relevant laws and regulations, and the terms of the contract are fair and reasonable, which is conducive to ensuring the smooth implementation of the non-public offering of shares, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. Therefore, we agree to this matter.
8、 Independent opinions on the company's non-public offering of shares in 2022, diluting the immediate return, taking filling measures and commitments of relevant subjects
After reviewing the relevant materials, we believe that: the company's impact on the dilution of immediate return by non-public offering of shares in 2022 and the proposed measures to fill in the return, as well as the commitments made by the controlling shareholders, actual controllers, all directors and senior managers to the dilution of immediate return by non-public offering of shares and the measures to fill in the return, In line with several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The relevant provisions of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission) are in line with the requirements of the company's actual operation and sustainable development, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to this matter.
9、 Independent opinion on the company's non-public offering of shares without the need to prepare the report on the use of the previously raised funds
After reviewing the relevant materials, we believe that according to the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), in view of the fact that the company has not refinanced the raised funds in recent five years, the arrival time of the previously raised funds of the company has exceeded five complete accounting years, and there is no need to prepare the report on the use of the previously raised funds for the non-public offering of shares in 2022. Therefore, we agree to this matter.
10、 Independent opinions on the company's plan for shareholders' dividend return in the next three years (20222024)
After reviewing relevant materials, we believe that the company's shareholder dividend return plan complies with the relevant provisions of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association, further defines the reasonable investment return of the company to shareholders, and enhances the transparency and operability of profit distribution decisions, It is convenient for shareholders to supervise the company's operation and profit distribution, and is conducive to safeguarding the shareholders' rights enjoyed by the company's shareholders, especially the minority shareholders. Therefore, we agree to this matter.
11、 Independent opinions on the company's non-public offering of shares involving related party transactions
After reviewing relevant materials, we believe that the company's 2022 non-public offering plan involves related party transactions, and the related directors have avoided voting when the board of directors deliberated this proposal; The convening, convening and voting procedures of the board of directors considering the proposals related to the non-public offering of shares comply with the provisions of relevant laws and regulations and the articles of association, and the resolutions formed at the meeting are legal and effective; The subscription price of related parties is fair, the transaction has no impact on the independence of the company, and there is no situation that damages the interests of the company and its minority shareholders and other shareholders, especially non related shareholders.
Therefore, we agree to this matter.
12、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to non-public offering of shares in 2022
After reviewing relevant materials, we believe that authorizing the board of directors to handle matters related to the non-public offering of shares in 2022 is conducive to the efficient and orderly implementation of the work related to the non-public offering of shares, and the specific authorization content and authorization period comply with relevant laws and regulations and the articles of association. Therefore, we agree that the general meeting of shareholders authorizes the board of directors to handle matters related to this non-public offering of shares.
13、 Independent opinions on the establishment of a special account for non-public offering of A-Shares to specific objects
After reviewing relevant materials, we believe that the funds raised by the company's non-public offering of shares to specific objects are deposited in a special account designated by the board of directors for centralized management, It complies with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance by listed companies (revised in 2020), the detailed rules for the implementation of non-public development of shares by listed companies (revised in 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the company's system for the management and use of raised funds. Therefore, we agree to this matter.
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[there is no text on this page, which is the signature page of Shenzhen Dawei Innovation Technology Co.Ltd(002213) independent directors' independent 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
