Wuxi Shangji Automation Co.Ltd(603185) independent directors
Independent opinions on matters related to the 41st meeting of the third board of directors
In accordance with the relevant provisions of the CSRC, the articles of association of Wuxi Shangji Automation Co.Ltd(603185) (hereinafter referred to as "the company"), the working system of independent directors and other relevant provisions, as an independent director of the third board of directors of the company, we attended the 41st meeting of the third board of directors of the company. After fully understanding the relevant facts, we judged based on our independent position, The following independent opinions were expressed on the relevant proposals at the board of directors: I. independent opinions on using the raised funds to replace the self raised funds invested in the raised investment projects in advance
In order to ensure the smooth progress of the investment project with raised funds, before the funds raised by the company's public offering of convertible corporate bonds are in place, the company will invest the investment project with raised funds in advance with self raised funds according to the actual situation of the project progress. In order to reduce financial expenses and increase the company's income, the company will use the raised funds to replace the self raised funds invested in the raised projects in advance. We believe that the self raised funds that have been invested in the raised investment projects in advance will be replaced with the raised funds, which is in line with the provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, It does not conflict with the implementation plan of the company's investment projects with raised funds, nor does it change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
In conclusion, we agree that the company will use the raised funds to replace the self raised funds invested in the raised investment project in advance.
2、 Independent opinions on the use of raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects
The company's use of raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects is based on the construction needs of the implementation subject of raised investment projects, in line with the use plan of raised funds, conducive to meeting the capital needs of raised investment projects and ensuring the smooth implementation of raised investment projects. The use of the above-mentioned raised funds has not changed the purpose of the raised funds. The deliberation procedures of the proposal comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation damaging the interests of shareholders.
In conclusion, we agree that the company will use the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects. 3、 Independent opinions on using idle raised funds for cash management
The company uses idle raised funds to purchase financial products with high safety and good liquidity, which is conducive to improving the use efficiency of raised funds and obtaining certain investment benefits. There is no behavior of changing the purpose of raised funds in disguise, which will not affect the construction of raised funds and the use of raised funds, nor will it have an adverse impact on the company's business activities, There is no situation that damages the interests of the company and shareholders. The relevant approval procedures for the company's use of idle raised funds for cash management this time comply with the relevant provisions of laws, regulations and the articles of association, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, and so on. In conclusion, we agree to the company's use of idle raised funds for cash management and agree to submit the matter to the general meeting of shareholders for deliberation.
4、 Independent opinions on the subsidiary's use of bank acceptance bill to pay the funds required for the raised investment project and equal replacement with the raised funds
According to the implementation arrangement of the company's fund-raising investment projects, the subsidiary Hongyuan new material plans to use the bank acceptance bill to pay the funds required in the fund-raising investment projects, and regularly transfer the same amount of funds from the special account for fund-raising to other accounts of the company. The subsidiary Hongyuan new material used the bank acceptance bill to pay the funds required in the investment project of raised funds this time, taking the real transaction as the background, did not violate the relevant provisions on the use of bank bills, and such payment arrangements did not conflict with the implementation plan of the investment project of raised funds, which did not affect the normal progress of the investment project of raised funds, There is no disguised change in the investment direction of raised funds and damage to the interests of shareholders, which is in line with the strategic development needs of the company.
The relevant approval procedures of this payment arrangement of the company comply with the relevant provisions of laws and regulations and the articles of association, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation and other relevant provisions.
To sum up, we agree with the overall arrangement that the subsidiary will use the bank acceptance bill to pay the funds required for the investment projects with raised funds, and regularly transfer the same amount of funds from the special account for raised funds to other accounts of the company.
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(there is no text on this page, which is the signature page of the independent opinions of Wuxi Shangji Automation Co.Ltd(603185) independent directors on relevant matters of the 41st meeting of the third board of directors)
Independent director: Liu Zhiqing, Zhao Junwu, Huang Jiankang
March 8, 2022
