Sunshine Global Circuits Co.Ltd(300739)
Independent directors’ opinions on the 39th (Interim) meeting of the second board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the articles of association of Sunshine Global Circuits Co.Ltd(300739) , the working system of Sunshine Global Circuits Co.Ltd(300739) independent directors and other relevant laws and regulations as well as the company’s rules and regulations, as an independent director of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “the company”), in a practical and realistic manner, Our opinions on the relevant matters of the 39th (Interim) meeting of the second board of directors are as follows:
1、 Independent opinions on the general election of non independent directors of the third board of directors of the company
After review, the independent directors believe that the term of office of the second board of directors of the company is about to expire, the general election is in line with relevant laws and regulations, normative documents and the articles of association, the deliberation and voting procedures of the general election of non independent directors of the board of directors are legal and compliant, and there is no situation that damages the legitimate rights and interests of shareholders, especially the rights and interests of small and medium-sized investors.
Upon verification of the resumes and other relevant materials of the candidates for non independent directors of the third board of directors of the company, it is not found that they are not allowed to serve as directors in accordance with the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association, and have not been punished by the CSRC or the stock exchange, There is no case that the CSRC has determined that it is prohibited from entering the market and the prohibition has not been lifted, nor is it a dishonest executee, and has the qualification and ability to serve as a non independent director of a listed company. Therefore, we agree that the above candidates are candidates for non independent directors of the third board of directors of the company, and agree to submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the general election of independent directors of the third board of directors of the company
After review, the independent directors believe that the term of office of the second board of directors of the company is about to expire, and the general election is in line with relevant laws and regulations, normative documents and the articles of association. The deliberation and voting procedures of the general election of independent directors of the board of directors are legal and compliant, and there is no damage to the legitimate rights and interests of shareholders, especially the rights and interests of small and medium-sized investors.
Upon verification of the resumes and other relevant materials of the candidates for independent directors of the third board of directors of the company, it is not found that they are not allowed to serve as directors in accordance with the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association and other provisions, and have not been punished by the CSRC or the stock exchange, There is no case that the CSRC has determined that it is prohibited from entering the market and the prohibition has not been lifted, nor is it a dishonest executee, and has the qualification and ability to serve as an independent director of a listed company. We agree that the above candidates are independent director candidates of the third board of directors of the company. The qualification and independence of independent director candidates need to be filed and reviewed by Shenzhen Stock Exchange. If there is no objection, they will be submitted to the general meeting of shareholders for deliberation.
3、 Independent opinions on repurchase and cancellation of some restricted shares
After review, the company’s 8 original equity incentive objects have failed to meet the conditions of equity incentive objects due to resignation. The company plans to buy back and cancel the restricted shares that have been granted but not lifted by the company held by the above 8 original equity incentive objects, which is in line with the relevant provisions of the administrative measures for equity incentive of listed companies and the Sunshine Global Circuits Co.Ltd(300739) 2020 restricted stock incentive plan (Revised Draft). This matter will not affect the company’s financial status and equity distribution, nor will it damage the legitimate rights and interests of the company and all shareholders, especially the minority shareholders, nor will it have a significant impact on the company’s financial status and operating results.
We unanimously agree that the company shall repurchase and cancel the restricted shares granted to the resigned incentive objects but not yet lifted, and agree to submit this proposal to the general meeting of shareholders for deliberation.
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[there is no text on this page, which is the signature page of Sunshine Global Circuits Co.Ltd(300739) independent directors’ independent opinions on matters related to the 39th (Interim) meeting of the second board of directors] signature of independent director:
Nan Jie, Chen Shijie, Wang Guisheng
January 12, 2022
