Will Semiconductor Co.Ltd.Shanghai(603501) independent director
Independent opinions on the relevant proposals of the 59th meeting of the 5th board of directors in accordance with the rules for independent directors of listed companies, the governance standards of listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions of the CSRC, as independent directors of Will Semiconductor Co.Ltd.Shanghai(603501) (hereinafter referred to as the “company”), we have carefully reviewed the relevant materials provided by the company, We hereby express the following independent opinions on matters related to the 59th meeting of the Fifth Board of directors of the company:
1、 Independent opinions on the increase of Ingenic Semiconductor Co.Ltd(300223) and related party transactions by wholly-owned enterprises of the company
We believe that the increase in the shareholding of Ingenic Semiconductor Co.Ltd(300223) and related party transactions of the company’s wholly-owned enterprise is conducive to the company’s strengthening of business strategic cooperation with Ingenic Semiconductor Co.Ltd(300223) and is in line with the company’s long-term development plan, and is conducive to the company’s obtaining financial investment income and optimizing the profit structure without affecting the company’s daily business activities.
There is no concerted action relationship or other interest arrangement between the company and its related parties LV Dalong and Beijing Huachuang Xinyuan Technology Co., Ltd., except for the related relationship disclosed by the company. The decision-making procedure of this transaction complies with the company law, the Listing Rules of Shanghai Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the articles of association. This connected transaction follows the principles of voluntariness, equality and fairness, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we agree to the company’s related party transaction and agree to submit it to the general meeting of shareholders for deliberation.
In the course of this transaction, the company shall standardize the implementation of shareholding increase in accordance with relevant provisions. If it involves the equity disclosure and other relevant provisions of the administrative measures for the acquisition of listed companies, the company shall perform the obligation of information disclosure in a timely, accurate and complete manner in accordance with relevant provisions.
Independent directors: Wu Xingjun, Wang Haifeng, Hu Renyu May 22, 2022
