Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) : prior approval letter of independent directors on relevant matters considered at the 15th meeting of the Fourth Board of directors

Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) independent directors

With regard to the prior approval letter for the deliberation of relevant matters at the 15th meeting of the 4th board of directors, we have received the notice and relevant meeting materials of Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) (hereinafter referred to as "the company") that it plans to hold the 15th meeting of the 4th board of directors (hereinafter referred to as "the meeting") on April 6, 2022, We carefully reviewed the relevant matters of the proposal on renewing the appointment of Zhitong Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and made necessary communication with relevant personnel of the company.

In accordance with the guiding opinions on the establishment of independent director system in listed companies (zjf [2001] No. 102), the Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) articles of Association (hereinafter referred to as the "articles of association"), the rules of procedure of Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) board of directors and the working system of Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) independent directors, we, as independent directors of the company, Give prior approval to the matters related to the above proposal submitted to the 16th meeting of the Fourth Board of directors of the company for deliberation. The details are as follows: (I) proposal on renewing the appointment of Zhitong Certified Public Accountants (special general partnership) as the audit institution of the company in 2022

After verification, Zhitong Certified Public Accountants (special general partnership) adhered to a fair and objective attitude in conducting independent audit and completed the audit of the company in 2021 with diligence. In order to ensure the consistency of audit work, we agree to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the company's audit institution in 2022, which shall be submitted to the board of directors of the company for deliberation and determination. We agree to submit the proposal on renewing the appointment of Grant Thornton Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 to the 16th meeting of the Fourth Board of directors for deliberation and voting.

(2) Proposal on the report on the use of the company's previously raised funds

After verification, we believe that the company has prepared the report on the use of Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) previously raised funds according to the use of the previously raised funds as of December 31, 2021 in accordance with the provisions on the report on the use of the previously raised funds (Zheng Jian FA Zi [2007] No. 500) and other relevant provisions of the CSRC, Zhitong Certified Public Accountants (special general partnership) issued the verification report on the use of the previously raised funds (Zhitong zhuanzi (2022) No. 332a005268).

Therefore, we unanimously agree to submit the proposal to the 15th meeting of the Fourth Board of directors of the company for deliberation. [there is no text at the bottom of this page, and the next page is the signature page of the prior approval letter]

[there is no text below, which is the signature page of Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) independent director's prior approval letter on relevant matters considered at the 15th meeting of the 4th board of directors] signature of independent director: Zhang Yuanyuan (signature): Fu Yutao (signature): Liu Wei (signature):

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