Shanghai Yachuang Electronics Group Co., Ltd
Opinions of independent directors on matters related to the 12th meeting of the first board of directors
separate opinion
Shanghai Yachuang Electronics Group Co., Ltd. (hereinafter referred to as “the company”) held the 12th meeting of the first board of directors in the company on January 7, 2022. In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the articles of association of Shanghai Yachuang Electronics Group Co., Ltd. (hereinafter referred to as the “articles of association”), and other relevant provisions, As an independent director of the company, we have carefully reviewed the relevant materials provided by the board of directors. Based on the attitude of being responsible to the company and all shareholders, the principle of seeking truth from facts, the position of independent judgment and the principle of independence, objectivity and impartiality, we hereby express our independent opinions on the equity acquisition considered at the 12th meeting of the first board of directors as follows:
1、 Independent opinions on the company’s purchase of 55% equity of Yi Hytera Communications Corporation Limited(002583) by means of capital increase and equity transfer
We believe that this investment meets the needs of the company’s strategic planning and future business development, is conducive to further optimize the company’s strategic development, quickly expand the layout of the passive component market, and integrate and absorb high-quality resources. The procedures of the board of directors’ deliberation on this matter are legal and compliant, and comply with the provisions of relevant laws and regulations. The subject matter involved in this investment has been audited and evaluated by an audit institution and asset evaluation institution with securities practice qualification, and has issued relevant audit reports and asset evaluation reports. The transaction price is objective and fair, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
Therefore, we agree to the company’s purchase of 55% equity of Shenzhen Yi Hytera Communications Corporation Limited(002583) Co., Ltd. (no text below)
(there is no text on this page, which is the signature page of independent opinions of independent directors of Shanghai Yachuang Electronics Group Co., Ltd. on matters related to the 12th meeting of the first board of directors)
Independent director: Gu Jianzhong:
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Independent director: Huang Caiying:
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Independent director: Lu Peng:
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