Shenyang Machine Tool Co.Ltd(000410) independent directors’ independent opinions on relevant matters of the 24th Meeting of the ninth board of directors of the company are in accordance 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 securities issuance of listed companies (hereinafter referred to as the “administrative measures”) As an independent director of Shenyang Machine Tool Co.Ltd(000410) (hereinafter referred to as “the company”), based on our independent judgment and after carefully reviewing the relevant materials, we, Express the following independent opinions on relevant matters considered at the 24th Meeting of the ninth board of directors of the company:
(I) according to the company law, securities law, administrative measures, detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, the company meets all the conditions for non-public offering of A-Shares to specific objects and is qualified for non-public offering of shares.
(II) the company’s plan for this non-public offering of shares complies with the company law, the securities law, the administrative measures, the detailed rules for the implementation of non-public offering of shares by listed companies and other current laws, regulations and the relevant provisions of the articles of association. The scheme is reasonable and feasible, taking into account the company’s industry, development status, actual operation and capital demand, which helps to optimize the company’s capital structure, improve the company’s core competitiveness and promote the sustainable development of the company; In line with the interests of the company and all shareholders.
(III) the company’s plan for this non-public offering of shares complies with the provisions of the company law, the securities law, the administrative measures, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents. The content of the plan is practical and feasible. It comprehensively considers the company’s industry and development status, business practice, capital demand and other conditions, conforms to the current situation and development trend of the company’s industry, helps to optimize the company’s capital structure, improve the company’s core competitiveness and promote the company’s sustainable development; There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(IV) the use of the funds raised by the company’s non-public offering of A-Shares is conducive to optimizing the company’s capital structure, enhancing the company’s sustainable operation ability, improving the company’s operation efficiency, enhancing the company’s profitability and profit stability, and is conducive to the sustainable development of the company and protecting the interests of all shareholders.
(V) in view of the fact that the company’s previous raised funds have been received for more than five fiscal years, in accordance with the relevant provisions of the provisions on the report on the use of previously raised funds (Zheng FA Zi [2007] No. 500) of the CSRC, we agree that the company does not need to prepare the report on the use of previously raised funds for this non-public offering.
(VI) agree that the company shall establish a special account for raised funds to deposit the raised funds, and the special account for raised funds shall not deposit non raised funds or be used for other purposes.
(VII) the relevant provisions of the subscription agreement for non-public shares with effective conditions signed by the company and China General Technology (Group) Holding Co., Ltd. (hereinafter referred to as “General Technology Group”) are based on normal commercial principles, fair, just and reasonable, and there is no situation that damages the interests of other shareholders of the company, especially small and medium-sized shareholders.
(VIII) as the controlling shareholder of the company, general technology group participated in the subscription of the shares of this non-public offering, which constitutes a connected transaction. The related directors avoided the deliberation and voting of related proposals. The pricing of this non-public offering complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the detailed rules for the implementation of non-public offering of shares by listed companies. The pricing mechanism is fair and in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. (IX) the company’s analysis on the impact of this non-public offering of shares on the dilution of immediate return and the proposed measures to fill the return, as well as the commitments made by the company’s controlling shareholders, directors and senior managers that the measures to fill the return can be effectively fulfilled, It complies with the relevant provisions of the guidance on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) of the China Securities Regulatory Commission, meets the requirements of the company’s actual operation and sustainable development, and does not harm the interests of the company or all shareholders.
(x) the shareholder return plan for Shenyang Machine Tool Co.Ltd(000410) the next three years (2022-2024) prepared by the company conforms to the provisions of current laws, regulations and normative documents, conforms to the actual situation of the company, helps the company to establish a sound, continuous and stable dividend policy and supervision mechanism, and helps to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors. We agree with the company’s shareholder return plan for the next three years.
（11） According to the relevant provisions of the measures for the administration of the acquisition of listed companies, this offering will enable general technology group to trigger the obligation of tender offer stipulated in the measures for the administration of the acquisition of listed companies. However, in view of the fact that this non-public offering has not led to the change of the actual controller of the company, and general technology group promises not to transfer the new shares issued to it by the company within 3 years, The board of directors requests the general meeting of shareholders of the company to approve and agree that general technology group and its persons acting in concert are exempt from issuing an offer to acquire the shares of the company, and there is no situation that damages the legitimate rights and interests of the company and minority shareholders.
（12） The matters related to the non-public offering of A-Shares of the company belong to the terms of reference of the general meeting of shareholders. Authorizing the board of directors and its authorized persons to handle the matters related to the non-public offering of A-Shares is conducive to promoting the implementation of the matter and in the interests of the company and all shareholders.
We agree to the contents of the above proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
Independent director: Zhang Liming, Wang Yingming, Yuan Zhizhu January 27, 2022
