Shenzhen United Winners Laser Co.Ltd(688518) independent directors
Independent opinions on matters related to the eighth meeting of the Fourth Board of directors of the company. In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shanghai Stock Exchange, the rules for independent directors of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the company's articles of association and other systems, we are independent directors of the company, Based on independent judgment and careful reading of relevant materials, we hereby express the following independent opinions on relevant matters considered at the eighth meeting of the Fourth Board of directors held on May 20, 2022:
1、 Independent opinions on the issuance of the company
1. In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, we have checked the relevant matters of the company item by item against the qualifications and relevant conditions of listed companies on the science and innovation board to issue A-share shares to specific objects, It is considered that the company meets the qualification and conditions for a listed company on the science and innovation board to issue domestic listed RMB common shares (A shares) to specific objects.
2. With regard to the proposal on the company's plan to issue A-Shares to specific objects in 2022 and the proposal on the company's plan to issue A-Shares to specific objects in 2022 considered at the eighth meeting of the Fourth Board of directors of the company, we believe that the company's plan and plan for this issuance are practical and in line with the provisions of relevant laws, regulations and normative documents.
2、 Independent opinions on the demonstration and analysis report of the company's issuance plan
In our opinion, the demonstration and analysis report on A-share issuance scheme issued to specific objects in Shenzhen United Winners Laser Co.Ltd(688518) 2022 prepared by the company for this issuance fully demonstrates and analyzes the necessity of this issuance, the selection scope, sorting and standard appropriateness of this issuance object, the principle, basis and pricing of this issuance The rationality of methods and procedures, the feasibility of this issuance method, the fairness and rationality of this issuance scheme, the impact of this issuance on the dilution of original shareholders' equity or immediate return, and the specific measures to fill in. This issuance meets the actual needs of the company and the provisions and requirements of relevant laws and regulations. There is no situation that damages the interests of the company or its shareholders, especially small and medium-sized shareholders.
3、 Independent opinions on the feasibility analysis report on the use of the company's raised funds in this issuance
After reviewing the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in Shenzhen United Winners Laser Co.Ltd(688518) 2022, we believe that the proposed investment project of the raised funds to invest in the business in the field of scientific and technological innovation conforms to the relevant national industrial policies and the provisions of laws and regulations on environmental protection and land management, as well as the development trend of the company's industry and the company's future development plan, It is conducive to improving the profitability of the company and in line with the interests of the company and all shareholders of the company.
4、 Independent opinions on the report on the use of the company's previously raised funds
The special report on the use of Shenzhen United Winners Laser Co.Ltd(688518) previously raised funds formulated by the company truthfully reflects the actual situation of the use of raised funds, and the use of raised funds complies with the provisions of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, provisions on the report on the use of previously raised funds, etc, There is no misappropriation of the raised funds or arbitrary change in the purpose of the raised funds, and the use of the raised funds does not damage the legitimate rights and interests of the company and minority shareholders.
5、 Independent opinions on diluting the immediate return and taking filling measures in this issuance
The company has formulated specific measures to fill the return in accordance with the provisions of laws, regulations, rules and other normative documents such as the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and diluted immediate return (CSRC announcement [2015] No. 31), and relevant subjects have made relevant commitments on the above measures. The above relevant measures comply with the provisions of relevant laws and regulations and the articles of association, and are conducive to protecting the interests of the company's shareholders.
6、 Independent opinions on the planning of shareholders' dividend return in the next three years (20222024)
We believe that the shareholder dividend return plan for Shenzhen United Winners Laser Co.Ltd(688518) the next three years (20222024) formulated by the company complies with the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022) and the relevant provisions of the articles of association, gives full consideration to the sustainable development of the company and the reasonable investment return of the majority of investors, and establishes a sustainable The stable and active dividend policy has further improved the cash dividend policy, which is in line with the interests of the company and shareholders.
7、 Independent opinion on the explanation of the investment of the company's raised funds in the field of scientific and technological innovation. According to the provisions of relevant laws and regulations and the company's issuance plan, we believe that the investment of the company's raised funds in the field of scientific and technological innovation, and agree to submit the above-mentioned relevant proposals to the general meeting of shareholders for deliberation.
8、 Independent opinions on requesting the general meeting of shareholders to authorize the board of directors or the person authorized by the board of directors to handle the specific matters of this issuance
We believe that the request to the general meeting of shareholders to authorize the board of directors or the person authorized by the board of directors to handle the specific matters of this issuance meets the actual needs of this issuance, and there is no violation of laws, regulations, normative documents or the articles of association, which is conducive to the efficient and smooth progress of this issuance. We agree to request the general meeting of shareholders to authorize the board of directors or the person authorized by the board of directors to handle the specific matters of this issuance.
9、 Independent opinions on foreign investment in joint stock companies and related party transactions
We believe that this connected transaction does not damage the legitimate rights and interests of the company and minority shareholders, which is in line with the actual needs of the company. Agree to this related party transaction.
10、 Independent opinions on the cancellation of some granted but not vested restricted shares
We believe that some of the restricted shares that have been granted but have not been vested in the company this time comply with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities law") and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") The Listing Rules of Shanghai Stock Exchange's science and Innovation Board (hereinafter referred to as the "Listing Rules"), the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information (hereinafter referred to as the "self regulatory guide") and other laws, regulations and normative documents, as well as the relevant provisions of the company's 2021 restricted stock incentive plan (hereinafter referred to as the "incentive plan"), Necessary procedures have been followed for the deliberation and voting of the matter. To sum up, all independent directors unanimously agree that the company will cancel some restricted shares that have been granted but not yet vested.
11、 Independent opinions on the first vesting period of the company's restricted stock incentive plan in 2021 meeting the vesting conditions
We believe that according to the relevant provisions of the company's incentive plan, the vesting conditions for the first vesting period of the first part of the company's restricted stock incentive plan in 2021 have been met. The vesting qualifications of 306 incentive objects who meet the vesting conditions are legal and valid, and the number of restricted shares that can be attributed is 1709400.
The ownership arrangement and review procedures comply with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules, the guide to self regulatory supervision, and there is no situation that damages the interests of the company and shareholders. In conclusion, all independent directors unanimously agree that the company will implement the ownership registration of restricted shares during the ownership period.
12、 Independent opinions on adjusting the grant price of restricted stock incentive plan in 2021
We believe that the company's adjustment of the grant price of the restricted stock incentive plan in 2021 complies with the administrative measures and other laws and regulations, the relevant provisions of the incentive plan approved by the company's 2020 annual general meeting and the authorization of the company's 2020 annual general meeting. The adjustment reasons are sufficient, the adjustment procedures are legal, the adjustment methods are appropriate, the adjustment results are accurate, and there is no damage to the interests of the company and shareholders. To sum up, all independent directors unanimously agreed to the proposal of the board of directors on the price adjustment of this incentive plan.
Shenzhen United Winners Laser Co.Ltd(688518) independent directors: Zhang Qingmao, Zheng Rongfu, Li Xianghong May 20, 2022
