Shanghai Precise Packaging Co.Ltd(300442) independent director
Prior approval opinions on matters related to the replacement of major assets, issuance of shares, purchase of assets, raising of supporting funds and related party transactions of the company
In accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the standards 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 our independent judgment, we express our prior approval opinions on the replacement of major assets of the company, the issuance of shares, the purchase of 100% equity of Runze Technology Development Co., Ltd. and the raising of supporting funds and related party transactions (hereinafter referred to as “the transaction”) obtained before the meeting as follows:
1. This transaction will help the company further improve the asset quality and scale, enhance the company’s market competitiveness, enhance the company’s profitability and sustainable development ability, contribute to the company’s long-term development and meet the interests of the company and all shareholders.
2. According to the Shenzhen Stock Exchange GEM Listing Rules, this transaction constitutes a connected transaction. When the board of directors deliberates the proposals related to connected transactions, the connected directors shall avoid voting.
3. 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.
4. Company amendments The supplemented and improved report on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft) (Revised Version) and its abstract comply with 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 According to the relevant provisions of laws, regulations and normative documents such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, the transaction plan is reasonable and feasible, and there is no situation that damages the interests of shareholders, especially small and medium-sized shareholders.
5. According to the asset appraisal report on the project of total equity value of shareholders of co.m.a.n.costruzioni meccaniche arti gianali noceto S.R.L. involved in Shanghai Precise Packaging Co.Ltd(300442) and Shanghai puyong mechanical equipment Co., Ltd., as of December 31, 2020, the assessed value of Coman company was -29.0195 million yuan. 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 arti gianali 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 entity at the price of 0 yuan is conducive to promoting the smooth progress of this transaction, which is in line with the provisions of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association, and no damage to the interests of shareholders of the company is found, When the board of Directors considers the sale of 100% equity of Coman company, the related directors shall withdraw from voting.
In conclusion, we recognize the matters related to this transaction and agree to submit the proposals related to this transaction to the 43rd meeting of the third board of directors of the company for deliberation.
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(there is no text on this page, which is the signature page of Shanghai Precise Packaging Co.Ltd(300442) independent directors’ prior approval 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
