Zhejiang Jiemei Electronic Technology Co., Ltd.
Review Opinions of the Third Meeting of the Fifth Board of Directors' Independent Directors
In accordance with the relevant laws and regulations such as the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Administrative Measures for Major Asset Restructuring of Listed Companies," "Administrative Measures for the Registration of Securities Issuance and Offering by Listed Companies," and "Administrative Measures for Independent Directors of Listed Companies," and in accordance with the relevant provisions of the "Articles of Association," the independent directors of Zhejiang Jiemei Electronic Technology Co., Ltd. (hereinafter referred to as the "Company") held the third meeting of the fifth Board of Directors' Independent Directors. The meeting reviewed and approved the relevant proposals regarding the Company's issuance of shares to purchase 100% equity of Changsha Aifosi Technology Co., Ltd. and raise supporting funds (hereinafter referred to as the "Transaction"). After careful review of the relevant materials, detailed understanding and analysis of the relevant situation, and based on the position of independent judgment, adhering to the principles of seeking truth from facts, objectivity, and fairness, we hereby issue our review opinions on the relevant matters of the third meeting of the fifth Board of Directors' Independent Directors as follows:
I. "Proposal on the Company Meeting the Legal and Regulatory Conditions for Issuing Shares to Purchase Assets and Raise Supporting Funds"
In accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Administrative Measures for Major Asset Restructuring of Listed Companies," "Administrative Measures for the Registration of Securities Issuance and Offering by Listed Companies," and "Supervisory Guideline No. 9 for Listed Companies - Regulatory Requirements for Planning and Implementing Major Asset Restructuring" and other relevant laws, regulations, and normative documents, after a thorough self-inspection and verification of the Company's actual situation and related matters, all independent directors unanimously believe that the Company's issuance of shares to purchase assets and raise supporting funds meets the relevant legal and regulatory conditions.
II. "Proposal on the Company's Issuance of Shares to Purchase Assets and Raise Supporting Funds"
After item-by-item review, all independent directors unanimously believe that the formulation of the Company's plan for issuing shares to purchase assets and raise supporting funds is in line with the Company's actual situation. The implementation of this plan will help improve the Company's asset quality and continuous operating capacity, enhance the Company's market risk resistance, and will not harm the interests of small and medium shareholders.
III. "Proposal on the 'Report (Draft) on the Company's Issuance of Shares to Purchase Assets and Raise Supporting Funds' and its Summary"
After review, all independent directors unanimously believe that the "Report (Draft) on the Company's Issuance of Shares to Purchase Assets and Raise Supporting Funds" and its summary prepared by the Company for this transaction comply with the relevant provisions of laws, regulations, and normative documents.
IV. "Proposal on the Transaction Not Constituting a Major Asset Restructuring"
After calculation and prudent verification, the Transaction has not reached the standard for major asset restructuring as stipulated in the "Administrative Measures for Major Asset Restructuring of Listed Companies."
In summary, all independent directors unanimously believe that the Transaction does not constitute a major asset restructuring.
V. "Proposal on the Transaction Not Constituting a Restructuring of Control"
Within 36 months prior to this Transaction, the controlling shareholder of the listed company was Zhejiang Yuanlong Equity Investment Management Group Co., Ltd., and the actual controller was Fang Junyun. After the completion of this Transaction, the controlling shareholder and actual controller of the listed company will not change, this Transaction will not lead to a change in the control of the listed company, and it will not lead to a fundamental change in the Company's main business.