Dalian Haosen Equipment Manufacturing Co.Ltd(688529) independent director
Independent opinions on matters related to the 18th meeting of the first board of directors of the company
Dalian Haosen Equipment Manufacturing Co.Ltd(688529) (hereinafter referred to as “the company”) intends to issue shares to purchase 100% equity of Shenzhen Xinpu automation equipment Co., Ltd. (hereinafter referred to as “target assets”) held by 8 shareholders including Mao Tiejun (hereinafter referred to as “the counterparty”) and raise supporting funds (hereinafter referred to as “the transaction”). As an independent director of the company, 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 measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), the guiding opinions on the establishment of independent director system in listed companies and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange And the requirements of the articles of association, the working system of independent directors and other rules and regulations, reviewed the relevant matters considered at the 18th meeting of the first board of directors held on December 22, 2021, and expressed the following independent opinions:
1. The company complies with the conditions and requirements of issuing shares to specific objects, purchasing assets and raising supporting funds stipulated in the company law, the securities law, the reorganization management measures, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents.
2. This transaction is not expected to constitute a connected transaction, and relevant proposals have been deliberated and adopted at the 18th meeting of the first board of directors of the company. The convening and convening procedures, voting procedures and methods of the board of directors comply with the provisions of relevant laws, regulations and the articles of association.
3. The plan of Dalian Haosen Equipment Manufacturing Co.Ltd(688529) issuing shares to purchase assets and raise supporting funds and the abstract, the agreement of Dalian Haosen Equipment Manufacturing Co.Ltd(688529) issuing shares to purchase assets with Mao Tiejun and other counterparties with effective conditions signed by the company and the counterparties comply with the company law, the securities law, the reorganization management measures and other relevant laws According to the regulations and normative documents, the transaction scheme is feasible and operable.
4. This transaction is conducive to achieving the company’s strategic objectives, enhancing the company’s industry status and influence, consolidating the development of the company’s main business, expanding the company’s business scale and improving the company’s profitability, which is in line with the company’s long-term development and the interests of all shareholders.
5. The relevant intermediaries employed by the trading company have relevant qualification certificates and professional qualifications to engage in relevant work. Each intermediary has no relationship with the company and the counterparty and has sufficient independence. Its audit and evaluation meet the principles and relevant requirements of objectivity, impartiality and independence.
6. Since the audit and evaluation of this transaction have not been completed, the board of directors will not hold the general meeting of shareholders after considering matters related to the transaction. After the price of the underlying assets of this transaction is determined through audit and evaluation, the board of directors shall be convened again for deliberation and approval. When the company reconvenes the board meeting for deliberation on this transaction, we will express our opinions on relevant matters again.
7. The Dalian Haosen Equipment Manufacturing Co.Ltd(688529) plan for issuing shares to purchase assets and raise supporting funds and its abstract have disclosed in detail the approval matters and procedures related to this transaction, and made special tips on the risks that may not be approved.
To sum up, the procedures of this transaction comply with laws and regulations and are open, fair and reasonable. After the completion of this transaction, it is conducive to the development of the company’s business and the improvement of its performance, and will not damage the interests of the company and its shareholders, especially minority shareholders. Therefore, we agree with the arrangements made by the board of directors of the company related to this transaction. (no text below)
(there is no text on this page, which is the signature page of Dalian Haosen Equipment Manufacturing Co.Ltd(688529) independent directors’ independent opinions on matters related to the 18th meeting of the first board of directors) signature of independent directors:
Zhang Wenqiang
(no text on this page, which is the signature page of Dalian Haosen Equipment Manufacturing Co.Ltd(688529) independent directors’ independent opinions on matters related to the 18th meeting of the first board of directors) signature of independent director:
Liu Jinke
(no text on this page, which is the signature page of Dalian Haosen Equipment Manufacturing Co.Ltd(688529) independent directors’ independent opinions on matters related to the 18th meeting of the first board of directors) signature of independent directors:
Li riyu
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