Suzhou Tfc Optical Communication Co.Ltd(300394)
Independent opinions of independent directors on matters related to the seventh extraordinary meeting of the Fourth Board of directors
As an independent director of Suzhou Tfc Optical Communication Co.Ltd(300394) (hereinafter referred to as “the company”), in accordance with the relevant provisions of 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 articles of association and other laws, regulations and normative documents, we express our independent opinions on the matters considered at the seventh extraordinary meeting of the Fourth Board of directors as follows:
1、 Proposal on joint investment and establishment of companies and related party transactions with related parties
After verification, we believe that the joint investment between the company and related parties aims to promote the development of the company’s new fields, new businesses, new technologies and new markets, and focus on promoting the development of overseas markets, which is conducive to further improving the company’s overall operating capacity and promoting the realization of the company’s long-term strategic development objectives. The voting procedures of this transaction comply with the relevant provisions of the company law, the articles of association and the Listing Rules of gem shares of Shenzhen Stock Exchange, and the related directors have avoided voting. This transaction follows the principles of fairness, impartiality and openness, and there is no situation that damages the interests of the company and shareholders.
Therefore, we unanimously agree on the establishment of holding subsidiaries and related party transactions by the company’s foreign investment. 2、 Proposal on using some idle raised funds and self owned funds for cash management
After verification, we believe that under the premise of ensuring normal operation and not affecting the construction progress of projects invested with raised funds, The decision to use idle raised funds of no more than 75 million yuan and self owned funds of no more than 75 million yuan for cash management complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies of China Securities Regulatory Commission, the rules for the listing of stocks on the gem of Shenzhen Stock Exchange The relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM are conducive to improving the use efficiency of funds. At the same time, the cash management of idle raised funds used by the company and its subsidiaries does not affect the projects and use of raised funds, nor does it change the purpose of raised funds in a disguised manner, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, we unanimously agree that the company and its subsidiaries use idle raised funds of no more than 75 million yuan and their own funds of no more than 75 million yuan for cash management, and agree to submit this matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(there is no text on this page, which is the signature page of Suzhou Tfc Optical Communication Co.Ltd(300394) independent directors’ independent opinions on matters related to the seventh interim meeting of the Fourth Board of directors) Zhou, Zhiping: Geng Huimin: Xu Fei:
January 11, 2022
