Zhuhai Bojay Electronics Co.Ltd(002975) : independent opinions of independent directors on matters related to the eighth meeting of the second board of directors

Zhuhai Bojay Electronics Co.Ltd(002975) independent director

Independent opinions on matters related to the eighth meeting of the second board of directors

In accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the Zhuhai Bojay Electronics Co.Ltd(002975) articles of association, the working system of Zhuhai Bojay Electronics Co.Ltd(002975) independent directors and other relevant laws, regulations and rules, we are the independent directors of Zhuhai Bojay Electronics Co.Ltd(002975) (hereinafter referred to as the "company"), In the spirit of being responsible for shareholders, based on the position of independent judgment, after reviewing relevant materials, the independent opinions on relevant matters considered at the eighth meeting of the second board of directors are as follows:

1、 Independent opinions on the proposal on the first lifting of the restricted stock incentive plan in 2021, the failure of the lifting of the restricted stock conditions and the repurchase and cancellation of some restricted stocks

Due to the fact that the restricted shares of the company have not been cancelled in the first performance appraisal period of 2021 due to the fact that the restricted shares of 932 employees who have not reached the incentive target of the company's buyback plan have not been cancelled in the first performance appraisal period. The above repurchase and cancellation of some restricted shares complies with the relevant provisions of the administrative measures for equity incentive of listed companies and other laws and regulations, as well as the relevant provisions of the 2021 restricted stock incentive plan (Draft) and its abstract, and has fulfilled the necessary approval procedures, without damaging the interests of listed companies and all shareholders.

Therefore, all independent directors agreed to the proposal on the first lifting of the restricted stock incentive plan in 2021, the failure of the lifting of the restricted stock conditions and the repurchase and cancellation of some restricted shares, and agreed to submit it to the general meeting of shareholders of the company for deliberation.

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(there is no text on this page, which is the signature page of Zhuhai Bojay Electronics Co.Ltd(002975) independent directors' independent opinions on matters related to the eighth meeting of the second board of directors)

Signature of independent director:

Song Xiaoning, Huang Baoshan, Yang Yongxing

April 29, 2022

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