Suzhou Thvow Technology Co.Ltd(002564) independent director
On matters related to the 38th meeting of the Fourth Board of directors of the company
Prior approval opinion
Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as “the company”) intends to issue shares to Shanghai Electric Group Company Limited(601727) (hereinafter referred to as ” Shanghai Electric Group Company Limited(601727) “) to purchase 100% equity of Shanghai Boiler Works Co., Ltd. (hereinafter referred to as “Shanghai Boiler Works”) (hereinafter referred to as “assets purchased by this issuance of shares” or “this issuance”), It also issued shares to Shanghai Lixin Industrial Co., Ltd. (hereinafter referred to as “Shanghai Lixin”) to raise matching funds (hereinafter referred to as “this raised matching funds”, which is collectively referred to as “this transaction” together with the purchase of assets by issuing shares this time). This transaction consists of issuing shares to purchase assets and raising supporting funds through non-public issuance of shares. The purchase of assets by issuing shares this time is the premise and implementation condition of the raising of supporting funds, but not the premise of the raising of supporting funds this time. The success of the final raising of supporting funds will not affect the implementation of the purchase of assets by issuing shares this time.
Shi Guifeng, sun Jianfei and Tao Hairong, the independent directors of the company, in accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the relevant provisions of the Suzhou Thvow Technology Co.Ltd(002564) articles of association, By reviewing the relevant documents of the 38th meeting of the Fourth Board of directors, we hereby express the following prior approval opinions:
(1) This transaction complies with the requirements of relevant national laws, administrative regulations and regulatory documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, and the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies. The scheme is reasonable, feasible and operable.
(2) As of the date of this meeting of the board of directors, the audit and evaluation related to the underlying assets have not been completed, the transaction price of the underlying assets purchased by this issuance of shares has not been determined, and the final transaction price of the underlying assets is specified in the asset evaluation report issued by the asset evaluation institution that meets the requirements of relevant laws and regulations, Based on the evaluation value filed by the competent State-owned Assets Supervision and administration department and determined by the parties to the transaction through negotiation. (3) Shanghai Electric Group Company Limited(601727) is the controlling shareholder of the company and Shanghai Lixin is the subordinate enterprise of the controlling shareholder of Shanghai Electric Group Company Limited(601727) . This transaction constitutes a related party transaction. Therefore, the related directors and related shareholders need to avoid voting when considering the proposal involving related party transactions.
(4) This transaction is conducive to improving the quality of the company’s assets, improving the company’s financial situation, enhancing sustainable profitability and enhancing the company’s independence, which is in line with the interests of the company and all shareholders, especially public shareholders. (5) We made comments on the proposal on the compliance of the company’s issuance of shares to purchase assets and raise supporting funds with the provisions of relevant laws and regulations, the proposal on the company’s issuance of shares to purchase assets and raise supporting funds and related party transactions, and the proposal on < Suzhou Thvow Technology Co.Ltd(002564) issuance of shares to purchase assets and raise supporting funds and related party transactions and its summary And other proposals related to this transaction, as well as the conditional effective agreement on issuing shares to purchase assets, share subscription agreement and other relevant contents related to this transaction that the company plans to sign with the counterparty.
In conclusion, we agree to submit the proposals related to this transaction to the 38th meeting of the Fourth Board of directors for deliberation and voting.
Independent directors: Shi Guifeng, sun Jianfei, Tao Hairong February 11, 2022
