Shanghai Precise Packaging Co.Ltd(300442) independent director
Independent opinions on matters related to major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and the articles of association, As an independent director of Shanghai Precise Packaging Co.Ltd(300442) (hereinafter referred to as “the company”), based on the position of independent judgment, we express independent opinions on the proposal on the additional evaluation of assets related to this transaction and other proposals considered at this meeting as follows:
1. The relevant proposals on this transaction submitted by the company to the 43rd meeting of the third board of directors for deliberation have been approved by us in advance before being submitted to the meeting of the board of directors for deliberation.
2. Relevant proposals have been deliberated and adopted by the board of directors of the company. The convening and convening procedures, voting procedures and methods of the board of directors meeting comply with the provisions of relevant national laws, regulations, rules, normative documents and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors.
3. According to the measures for the administration of major asset restructuring of listed companies and other laws and regulations, the evaluation institution and audit institution hired by the company conducted additional evaluation and audit on the assets related to this transaction, and issued additional audit reports, additional evaluation reports and audit reports for future reference accordingly; Meanwhile, in combination with other relevant latest matters of this transaction, the listed company revised, supplemented and improved the original report on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuance of shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) and its abstract.
4. The appraisal institution employed in this transaction complies with the provisions of the securities law. Except for business relations, the appraisal institution has no other related relationship with relevant transaction parties, and the appraisal institution is independent. The assumptions and premises of the subject asset plus period appraisal report are implemented in accordance with the relevant national laws and regulations, follow the common practices or standards in the market, comply with the actual situation of the appraisal object, and the appraisal assumptions and premises are reasonable. The underlying assets of this transaction have not depreciated between the previous and subsequent benchmark dates, and there is no case that damages the interests of the company and shareholders.
5、 The company signed the asset sale agreement with the controlling shareholder Xinjiang Darong Minsheng Investment Co., Ltd. (“Xinjiang Darong”) to transfer the co.m.a.n. costruzioni meccaniche artigianali noceto S.R.L. (hereinafter referred to as “Coman company”) directly and indirectly held by the company ）The transfer of 100% equity to Xinjiang Darong or its designated subject at the price of 0 yuan is conducive to promoting the smooth progress of this transaction, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and minority shareholders. According to “Zhongshui Zhiyuan pingbao Zi [2021] No. 020629” Shanghai Precise Packaging Co.Ltd(300442) and the asset appraisal report of co.m.a.n.costruzioni meccaniche artigianali noceto S.R.L. shareholders’ total equity value project involved in the proposed transfer of equity by Shanghai puyong mechanical equipment Co., Ltd., the company sold 100% equity of Coman at the price of 0 yuan, which was fair and reasonable, There are no circumstances damaging the interests of the company. When the board of directors of the company deliberated on this matter, the related directors have avoided voting, and the deliberation and voting procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association. Agree to the company’s sale of 100% equity of Coman company and related party transactions.
To sum up, the above proposal complies with the provisions of relevant national laws, regulations and normative documents. We agree to the above matters related to this transaction and sign the asset sale agreement.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the company’s major asset replacement, issuance of shares, purchase of assets, raising of supporting funds and related party transactions) signature of independent directors:
Jiang Yiwen, Jin Jianguo, Qian He
specific date
