Suzhou Victory Precision Manufacture Co.Ltd(002426)
Opinions of independent directors on matters related to the 20th meeting of the Fifth Board of directors
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the articles of association of Suzhou Victory Precision Manufacture Co.Ltd(002426) (hereinafter referred to as the "company") and other relevant laws, regulations and rules, we, as independent directors of the company, Express independent opinions on relevant proposals considered at the 20th meeting of the 5th board of directors, as follows:
Proposal on providing guarantee for joint stock companies
This external guarantee is the continuation of the company's guarantee for Nanjing Dele, a joint-stock company in the early stage, after the expiration of the guarantee. It aims to meet the needs of Nanjing Dele's daily operation and business development, provide liquidity support for it, ensure the continuous and stable financing business, and the company has taken necessary risk control and guarantee measures for the guarantee.
In view of the fact that the company is currently promoting the equity transfer of Nanjing Dele approved by the fifth extraordinary general meeting of shareholders in 2020, before the completion of 49% equity transfer, Nanjing Dele is a joint-stock company of the company, and other shareholders of Nanjing Dele provide guarantee with the same conditions according to their equity proportion, that is, within the guarantee amount and period provided by Suzhou Victory Precision Manufacture Co.Ltd(002426) for Nanjing Dele this time, Mr. Chen Zhu, the actual controller of other shareholders of Nanjing Dele, personally assumes unlimited joint and several liability for the guarantee of Nanjing Dele; After the 49% equity transfer is completed, the company will sign a separate agreement with the shareholders of Nanjing Dele to agree on risk control measures in accordance with the stock listing rules of Shenzhen Stock Exchange (revised in 2022), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - Guidelines for standardized operation of listed companies (revised in 2022) and other relevant provisions, The shareholders of Nanjing Dele will provide the counter guarantee of Suzhou Victory Precision Manufacture Co.Ltd(002426) with the same conditions. All parties implement the unified standard, and there is no damage to the interests of the listed company. In addition, Nanjing Dele has the ability of continuous operation and debt repayment, and the overall risk is controllable.
In accordance with the company law, the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - Guidelines for the standardized operation of listed companies (revised in 2022) and other laws and regulations, as well as the relevant provisions of the articles of Association, the deliberation procedures of the board of directors of the company are legal and effective. This transaction will not affect the daily operation of the company and will not damage the interests of the company and all shareholders, especially minority shareholders.
Therefore, we agree to the guarantee provided by the company and submit it to the general meeting of shareholders for deliberation.
Independent director: Huang Hui, Zhang Xuefen
March 6, 2022
