Tianjin Zhonghuan Semiconductor Co.Ltd(002129)
Prior approval letter of independent directors on relevant matters
In accordance with the relevant provisions of the rules for independent directors of listed companies, the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, the articles of association and the company’s internal decision-making rules for connected transactions, we, as independent directors of the company, Carefully reviewed and checked the proposal on the prediction of daily related party transactions in 2022 and the proposal on capital increase and share expansion and related party transactions of the holding subsidiary Zhonghuan leading semiconductor materials Co., Ltd. to be considered at the 23rd Meeting of the sixth board of directors, and issued the following prior approval opinions:
1、 Prior approval of the proposal on the prediction of daily connected transactions in 2022
We believe that this connected transaction is expected to follow the principles of fairness, impartiality and fairness, and the expected amount is reasonable. The above related party transactions are necessary and reasonable, and there is no situation that damages the interests of the company and minority shareholders. We agree to submit the proposal to the 23rd Meeting of the 6th board of directors for deliberation, and the related directors shall withdraw from voting.
2、 Prior approval of the proposal on capital increase and share expansion and related party transactions of the holding subsidiary Zhonghuan leading semiconductor materials Co., Ltd
We believe that this transaction is conducted by all parties based on the principles of voluntariness, equality, fairness and rationality, which is in line with the company’s strategic layout, conducive to promoting employees to share business risks and development achievements with the company, and establishing a long-term incentive mechanism, which is in line with the development strategy and long-term interests of the company and the target company. The pricing of this transaction is fair and reasonable, without any damage to the interests of the company and all shareholders, especially the interests of minority shareholders, and in line with relevant laws and regulations and the articles of association. Therefore, we agree to submit the proposal to the 23rd Meeting of the 6th board of directors of the company for deliberation, and the related directors should avoid voting.
Signature of independent director: Chen rongling, Zhou Hong, Bi Xiaofang
January 20, 2022
