Suzhou Thvow Technology Co.Ltd(002564) independent director
On relevant matters of the 38th meeting of the Fourth Board of directors of the company
separate 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 of the company, we have made prudent judgment on the matters related to this transaction from the perspective of independence and impartiality, and hereby express the following opinions:
(1) According to the measures for the administration of major asset restructuring of listed companies and the stock listing rules of Shenzhen Stock Exchange, this transaction is expected to constitute a major asset restructuring and a related party transaction. The transaction plan and relevant proposals have been approved by us in advance before being submitted to the board of directors for deliberation. Matters related to this transaction plan have been deliberated and approved at the 38th meeting of the Fourth Board of directors of the company, and related directors have avoided voting according to law. The convening, convening and voting procedures of this board meeting comply with the provisions of laws, administrative regulations and the articles of association, and the resolutions of this board meeting are legal and effective.
(2) This transaction complies with 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, the measures for the administration of securities issuance of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other laws The requirements and various substantive conditions for the implementation of issuing shares to purchase assets and raising supporting funds stipulated in laws, regulations and normative documents are reasonable, feasible and operable. (3) This transaction intends to hire an asset appraisal institution that meets the requirements of relevant laws and regulations to evaluate the subject assets. At present, the relevant appraisal work has not been completed. The final transaction price of the subject asset is based on the appraisal value specified in the asset appraisal report issued by the asset appraisal institution that meets the requirements of relevant laws and regulations and filed by the competent State-owned Assets Supervision and administration department, which is determined through negotiation by the transaction parties, and the necessary decision-making procedures for related party transactions will be performed, There is no behavior that damages the interests of the company and other shareholders, especially the public shareholders.
(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) The agreement on issuing shares to purchase assets and the share subscription agreement signed by the company and the counterparty with conditional effect comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and all shareholders. (6) The contents of the plan for Suzhou Thvow Technology Co.Ltd(002564) issuing shares to purchase assets and raising supporting funds and related party transactions and its abstract are true, accurate and complete. The plan and its abstract have disclosed in detail the legal procedures to be performed in this transaction, fully disclosed the relevant risks of this transaction, and effectively protected the interests of the company and investors.
(7) This transaction will not lead to the change of the actual controller of the company, and this transaction does not constitute reorganization and listing. (8) Since the audit and evaluation related work involved in this transaction has not been completed, we agree that the board of directors will not hold the general meeting of shareholders after considering the matters related to this transaction. After the completion of the relevant audit and evaluation of this transaction, when the company reconvenes the board meeting for deliberation on the matters related to this transaction, we will express our opinions on the relevant matters again, and then submit them to the general meeting of shareholders of the company for deliberation.
In conclusion, this transaction complies with the provisions and legal procedures of relevant national laws, regulations, rules and normative documents, as well as the interests of the company and all shareholders. We agree with the overall arrangement of this transaction.
Independent directors: Shi Guifeng, sun Jianfei, Tao Hairong February 12, 2022
