Prior approval opinions of Shenyang Machine Tool Co.Ltd(000410) independent directors on matters related to the 24th Meeting of the ninth board of directors of the company. As an independent director of Shenyang Machine Tool Co.Ltd(000410) (hereinafter referred to as “listed company” or “company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “administrative measures”), the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws According to the requirements of the regulations and the articles of Association (hereinafter referred to as the “articles of association”), after carefully reviewing the relevant documents of the 24th Meeting of the ninth board of directors, based on the independent, objective and impartial judgment position, we believe that:
1. The plan and scheme for this non-public offering of shares comply with the provisions of the company law, the securities law, the administrative measures, other laws, regulations, normative documents and the articles of association.
2. The use plan of the funds raised by this non-public offering complies with relevant policies, laws and regulations, as well as the overall strategic development plan of the company in the future, which is necessary and feasible.
3. It is agreed that the company shall establish a special account for raised funds to deposit raised funds, and the special account for raised funds shall not deposit non raised funds or be used for other purposes.
4. The subscription object of this non-public offering of shares is China General Technology (Group) Holding Co., Ltd. (hereinafter referred to as “General Technology Group”), which is a related party of the company. This non-public offering of shares constitutes a related party transaction. The non-public offering of shares involves related party transactions, which comply with the provisions of the company law, the securities law, the administrative measures, other laws, regulations, normative documents and the articles of association. The related party transactions are fair, fair and open, and the transaction price is reasonable and fair, which is in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
5. The agreement on the relevant terms of the subscription agreement for non-public shares with effective conditions to be signed by the company and general technology group is based on normal business 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.
6. The analysis of 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 controlling shareholders, directors and senior managers of the company to effectively fulfill the measures to fill the return, are in line with the requirements of the actual operation and sustainable development of the company, and there is no situation that damages the interests of the company or all shareholders.
7. 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.
As an independent director of the company, I agree to submit the proposal related to the company’s non-public offering of shares to the board of directors for deliberation.
The above prior approval opinions are hereby issued.
Independent director: Zhang Liming, Wang Yingming, Yuan Zhizhu January 27, 2022
