Masterwork Group Co.Ltd(300195) independent opinion
Masterwork Group Co.Ltd(300195)
The fifth meeting of the 23rd session of the independent board of directors (hereinafter referred to as “the 23rd Meeting of the independent board of directors”) was held on March 2, 2023. As an independent director of the company, we carefully reviewed the relevant materials of the meeting in accordance with the provisions of the Shenzhen Stock Exchange GEM Listing Rules, self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, rules for independent directors of listed companies, working rules for independent directors, articles of Association and other relevant documents, Based on the principle of prudence and the position of objective and independent judgment, we hereby express independent opinions on the relevant matters of the 23rd Meeting of the 5th board of directors of the company as follows:
1、 Independent opinions on the proposal on renewing the cooperation agreement and related party transactions between the holding subsidiary and Heidelberg Beijing
After careful verification, we have approved the related party transaction in advance. We believe that the transaction has fulfilled the necessary deliberation procedures, and the related directors have avoided voting, which is in line with the relevant provisions of laws and regulations. Through the transaction, EVA Huaxin can continue to carry out business cooperation with Heidelberg Beijing, continuously obtain customer resources and further improve its sustainable profitability. There is no behavior that damages the interests of the company and shareholders and will not affect the independence of the company. We agree to this motion. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Proposal on daily connected transactions between the company and Heidelberger Druckmaschinen AG and its subsidiaries
After careful verification, we have approved the related party transaction in advance. We believe that the transaction has fulfilled the necessary deliberation procedures, and the related directors have avoided voting, which is in line with the relevant provisions of laws and regulations; This connected transaction is open, fair and impartial. Through cooperation with Heidelberg, it has accelerated the expansion of overseas markets, further improved the overseas influence and reputation of the company’s brand, and can provide Chinese customers with cost-effective and competitive products, which is in line with the common interests of both parties; The transaction price is fair and reasonable, and there is no damage to the interests of the company and shareholders. We agree to this motion. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Proposal on providing mortgage guarantee for the company by wholly-owned subsidiaries
After careful verification, we believe that the decision-making procedure of this guarantee is legal and effective, in line with the provisions of relevant laws and regulations on external guarantee, and there is no damage to the interests of the company and shareholders. Tianjin Beiying is the second holding company of the company
Masterwork Group Co.Ltd(300195) independent opinion
Level subsidiary, with good credit status and good solvency. At the same time, it has signed the counter guarantee contract to provide counter guarantee for the company. This guarantee does not have a significant impact on the company’s financial situation and operating results. We agree to the above guarantee. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
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Masterwork Group Co.Ltd(300195) independent opinion
(there is no text on this page, which is the signature page of Masterwork Group Co.Ltd(300195) independent directors’ independent opinions on relevant matters of the 23rd Meeting of the 5th board of directors) all independent directors:
Xu Wencai (signature)
Yang Jinguo (signature)
Yuan Zeming (signature)
Masterwork Group Co.Ltd(300195) March 9, 2022
