Hangzhou Zhongya Machinery Co.Ltd(300512) independent director
On relevant matters of the 10th meeting of the 4th board of directors of the company
separate opinion
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"), the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and the Listing Rules of GEM stocks of Shenzhen Stock Exchange As the independent directors of Hangzhou Zhongya Machinery Co.Ltd(300512) (hereinafter referred to as the "company"), we are fair and responsible in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the working rules of Hangzhou Zhongya Machinery Co.Ltd(300512) independent directors and other relevant laws and regulations, normative documents and the articles of association of Hangzhou Zhongya Machinery Co.Ltd(300512) (hereinafter referred to as the "articles of association") Based on the principle of impartiality, honesty and credibility and the position of independent judgment, we have carefully reviewed the proposals considered at the 10th meeting of the Fourth Board of directors of the company, and express independent opinions as follows:
Independent opinions on foreign investment, establishment of joint ventures and related party transactions
After reviewing the company's proposal on foreign investment and establishment of joint ventures and related party transactions, we believe that:
1. The matters related to this foreign investment and related party transactions were deliberated and approved at the 10th meeting of the Fourth Board of directors of the company, and the related directors withdrew from voting. The convening, convening, deliberation and voting procedures of the meeting comply with the provisions of relevant laws, regulations and the articles of association.
2. This foreign investment to establish a joint venture is mainly engaged in the R & D, production, manufacturing and sales of automation equipment and systems, which can enrich the company's product series, further improve the company's market competitiveness and promote the continuous growth of the company's performance, which is in line with the interests of the company and all shareholders.
3. This foreign investment and related party transactions comply with the provisions of relevant laws and regulations, and the voting procedures are legal and effective; The capital source of the company's foreign investment this time is its own capital, which will not have a significant adverse impact on the company's financial and operating conditions, and there is no damage to the interests of the company and all shareholders.
To sum up, we unanimously agree with the deliberation results of the board of directors on the proposal on foreign investment and establishment of joint ventures and related party transactions.
(no text below)
(this page is the signature page of Hangzhou Zhongya Machinery Co.Ltd(300512) independent directors' independent opinions on matters related to the 10th meeting of the Fourth Board of directors of the company)
Independent director: Liu Yusheng
Jin Ming
Lu Youjiang
January 29, 2022
