Nanjing Chervon Auto Precision Technology Co.Ltd(603982) independent director
Independent opinions on matters related to the 21st Meeting of the second board of directors
The 21st Meeting of the second board of directors of Nanjing Chervon Auto Precision Technology Co.Ltd(603982) (hereinafter referred to as "the company") was held on December 29, 2021. As independent directors of the company, we, in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock exchange, the articles of association of Nanjing Chervon Auto Precision Technology Co.Ltd(603982) (hereinafter referred to as "the articles of association") and Nanjing Chervon Auto Precision Technology Co.Ltd(603982) On the basis of carefully reviewing the relevant materials submitted by the company's board of directors, listening to the introduction of the company's board of directors and asking relevant personnel of the company, and based on the position of objective and independent judgment, we hereby express independent opinions on the following matters as follows: I Independent opinions on the proposal on the prediction of the company's daily connected transactions in 2022
The company's daily related party transactions to occur in 2022 are determined based on the needs of the company's normal production and operation. The daily related party transactions to occur between the company and related parties will follow the basic principles of good faith, equal compensation, fairness, voluntariness, rationality and fairness, and negotiate pricing and transaction according to the market price. The decision-making procedure of this transaction is legal and effective, in line with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and minority shareholders. The expected daily related party transactions will not affect the independence of the company, and the company's main business will not rely on or be controlled by related parties due to such transactions. We agree with the company's forecast of daily connected transactions in 2022.
2、 Independent opinions on the proposal on European subsidiaries applying for project loans from banks and being guaranteed by the company
1. Chervonauto precision technology (Europe) Limited viability company (hereinafter referred to as "European subsidiary") is a wholly-owned subsidiary of the company. The company provides guarantee for it, mainly to meet the needs of European production base project construction and business development. The company has the ability to control its operation and management risks during the guarantee period.
2. It is in the interests of all shareholders and the company to provide guarantee for European subsidiaries to apply for project loans, and there is no damage to the legitimate rights and interests of public shareholders and the interests of the company.
3. The guarantee content and decision-making procedures comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of Shanghai Stock Exchange and the articles of association. When the board of directors deliberates the guarantee, it is approved by more than half of all directors and agreed by more than two-thirds of the directors attending the board of directors.
The independent directors agreed that the company would provide guarantee for the project loan applied by the European subsidiary and agreed to submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the proposal on using part of idle raised funds to temporarily supplement working capital the company's use of part of idle raised funds to temporarily supplement working capital complies with the provisions of relevant laws and regulations, and the approval procedure is legal. On the premise of not affecting the construction of investment projects with raised funds and ensuring the safety of raised funds, the company uses some idle raised funds to temporarily supplement working capital, which is conducive to improving the efficiency of fund use and will not affect the normal operation of the company, and complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies The measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and other provisions do not conflict with the implementation plan of the investment projects with raised funds, do not affect the normal implementation of the investment projects with raised funds, nor do they change the investment direction of raised funds in a disguised manner and damage the interests of shareholders. It is agreed that the company will use some idle raised funds to supplement working capital temporarily.
4、 Independent opinions on the proposal related to the company's non-public offering of a shares
By learning about the proposals related to the company's non-public offering of a shares, we hereby express the following opinions on this matter:
1. According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, we have verified the actual situation of the company and believe that the company complies with relevant laws, regulations and The conditions for non-public issuance of RMB common shares (A shares) by listed companies specified in the normative documents.
2. The company's issuance plan complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the measures for the administration of securities issuance and underwriting, and other relevant laws, regulations and normative documents. The investment project raised by this issuance conforms to the national industrial policy and the company's strategic planning, and has good market development prospects and economic benefits. The implementation of the investment project with raised funds is conducive to enhancing the company's core competitiveness, further improving the company's profitability and brand influence, and is in line with the interests of the company and all shareholders.
3. The plan for non-public offering of A-Shares prepared by the company for this offering complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the measures for the administration of securities issuance and underwriting and other relevant laws and regulations
4. After reviewing the feasibility report on the use of the funds raised by the company's non-public Development Bank A shares, it comprehensively analyzed the feasibility of the investment project of the funds raised by the non-public offering and its impact on the company's financial situation, asset liability structure, profitability and financing ability, which was in line with relevant laws, regulations The requirements of normative documents and the actual situation of the company.
5. After reviewing the report on the use of the company's previously raised funds, we believe that the company strictly abides by the relevant provisions of the China Securities Regulatory Commission, Shanghai Stock Exchange and the company on the storage and use of raised funds, the disclosed information on the use of raised funds is true, accurate and complete, and there is no violation of the storage and use of raised funds.
6. After reviewing the proposal on the company's non-public development of A-share diluted immediate return and filling measures and commitments of relevant subjects, the company analyzed the impact of the issuance on the company's main financial indicators and the impact on the diluted immediate return after the completion of the issuance, and put forward practical and feasible filling return measures, It meets the requirements of the company's actual operation and sustainable development, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
7. After reviewing the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the non-public offering of a shares, the company requests the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the non-public offering of shares. The scope of authorization complies with the relevant provisions of laws and regulations, which is conducive to the efficiency and It is in the interests of the company to orderly promote matters related to this issuance.
8. The convening and voting procedures of the board of directors to review the issue comply with the provisions of relevant laws, regulations and the articles of association.
We agree to submit the above proposal to the general meeting of shareholders of the company for deliberation.
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