Wuxi Shangji Automation Co.Ltd(603185)
Independent opinions of independent directors on matters related to the 40th meeting of the third board of directors in accordance with the relevant rules of the CSRC and the articles of association and working system of independent directors of Wuxi Shangji Automation Co.Ltd(603185) (hereinafter referred to as "the company"), as independent directors of the third board of directors of the company, we attended the 40th meeting of the third board of directors of the company, After carefully reading and reviewing the relevant proposals and materials provided by the board of directors of the company, based on the judgment of independent position, the following independent opinions are expressed on the matters related to the meeting of the board of directors of the company:
1、 Independent opinions on further clarifying the scheme of the company's public issuance of convertible corporate bonds
The company's plan for this public offering of convertible corporate bonds is authorized by the board of directors of the company according to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this public offering of A-share convertible corporate bonds deliberated and adopted at the second extraordinary general meeting of shareholders in 2021, in accordance with the requirements of the securities regulatory authorities and in combination with the actual situation and market conditions of the company, Further clarify the specific scheme of the company's public issuance of A-share convertible corporate bonds. The issuance scheme complies with the requirements of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies and the measures for the administration of securities issuance and underwriting. The scheme is reasonable, practical and feasible, in line with the interests of all shareholders, and there is no damage to the interests of medium and small shareholders.
2、 Independent opinions on the listing of convertible corporate bonds issued by the company
According to the authorization of the company's second extraordinary general meeting in 2021, after the issuance of convertible corporate bonds, the board of directors of the company shall handle the matters related to the listing of convertible corporate bonds on Shanghai Stock Exchange, and authorize the company's management and its authorized designated personnel to handle specific matters in accordance with the provisions of relevant laws and regulations, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
To sum up, we believe that the company's public offering of convertible corporate bonds is in line with the interests of the company and all shareholders, and does not harm the interests of minority shareholders; The decision-making procedures of the board of directors on matters related to the public issuance of convertible corporate bonds comply with the provisions of relevant laws, regulations and the articles of association. We agree to the relevant proposals of the company's public offering of convertible corporate bonds, and will supervise the company to promote the public offering of convertible corporate bonds legally and orderly, so as to effectively protect the interests of all shareholders.
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Independent director: Liu Zhiqing, Zhao Junwu, Huang Jiankang
February 24, 2022
