Tianjin Zhonghuan Semiconductor Co.Ltd(002129)
Independent opinions of independent directors on relevant matters
The 22nd Meeting of the sixth board of directors of Tianjin Zhonghuan Semiconductor Co.Ltd(002129) (hereinafter referred to as “the company” or ” Tianjin Zhonghuan Semiconductor Co.Ltd(002129) “) deliberated and adopted the proposal on share repurchase scheme of the company, which was in accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies As an independent director of the company, I have carefully read the relevant materials of the above proposals provided by the company and participated in the deliberation of the board of directors, based on my own judgment, The independent opinions are as follows: I. independent opinions on the proposal on repurchase of shares of the company
1. The company’s repurchase is legal and compliant. The company’s share repurchase plan complies with the company law, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other laws and regulations, normative documents and the relevant provisions of the articles of association, and the voting procedures of the board of directors comply with the relevant provisions of laws, regulations and the articles of association.
2. The shares repurchased this time are intended to be used for employee stock ownership plan or equity incentive, which is reasonable and necessary to improve the company’s long-term incentive mechanism, improve the company’s competitiveness and promote the long-term and healthy development of the company.
3. The total amount of funds to be used for repurchase is no less than RMB 355 million and no more than RMB 391 million. The source of funds is self owned funds. According to the company’s operation, finance, R & D and capital status, this repurchase will not have a significant impact on the company’s operation, finance and future development, and will not affect the company’s listing status. The repurchase is carried out in the form of centralized bidding transaction, which does not damage the interests of the company and all shareholders, especially minority shareholders. The share repurchase scheme is reasonable and feasible.
4. It is agreed that the board of directors authorizes the management to handle the following matters in the process of repurchase of the company’s shares:
(1) Authorize the management of the company to choose the opportunity to repurchase shares during the repurchase period, including the method, time, price and quantity of repurchase;
(2) Authorize the management of the company to make, modify, supplement, sign, submit, report and execute the agreements, contracts and documents occurred in the process of repurchase of some social public shares, and make relevant declarations;
(3) Authorize the management of the company to adjust the specific implementation plan and handle other matters related to share repurchase in accordance with relevant provisions (i.e. applicable laws, regulations and relevant provisions of regulatory authorities);
(4) This authorization starts from the date of deliberation and approval by the board of directors to the date of completion of the above authorized matters.
In conclusion, the independent directors believe that the company’s repurchase of social public shares is legal and compliant, both necessary and feasible, and in line with the interests of the company and all shareholders.
Therefore, we unanimously agree on matters related to the plan for repurchase of the company’s shares.
Signature of independent director: Chen rongling, Zhou Hong, Bi Xiaofang
January 11, 2022
