Xcmg Construction Machinery Co.Ltd(000425) independent director
Prior approval opinions on relevant matters considered at the 58th (Interim) meeting of the eighth board of directors
Xcmg Construction Machinery Co.Ltd(000425) (hereinafter referred to as “the company” or ” Xcmg Construction Machinery Co.Ltd(000425) “) intends to absorb and merge XCMG Co., Ltd. (hereinafter referred to as “this transaction”) by issuing shares to all shareholders of XCMG Group Construction Machinery Co., Ltd. (hereinafter referred to as “XCMG Co., Ltd”).
On March 7, 2022, the board of directors of the company submitted the relevant proposal materials to be submitted to the 58th (Interim) meeting of the eighth board of directors for deliberation to all independent directors. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”) and the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies In accordance with the relevant provisions of laws, regulations and normative documents such as the rules for independent directors of listed companies, as independent directors of the company, we, based on the position of independent judgment, carefully reviewed the relevant documents of this transaction and made careful analysis, Give the following prior approval opinions on the matters involved in the relevant proposals submitted by the company to the board of directors for deliberation:
(I) according to the reorganization management measures and other relevant provisions, Tianheng Certified Public Accountants (special general partnership) Suya Jincheng Certified Public Accountants (special general partnership) took September 30, 2021 as the base date for this transaction and issued the audit report on simulated financial statements of XCMG Construction Machinery Co., Ltd. (hereinafter referred to as the “audit report”) with Tianheng Shenzi (2022) 00023 and the Xcmg Construction Machinery Co.Ltd(000425) Review Report (hereinafter referred to as the “audit report”) with Suya Yue [2022] 1 respectively“ Examination preparation review report “).
(II) the report on Xcmg Construction Machinery Co.Ltd(000425) absorption and merger of XCMG Construction Machinery Co., Ltd. and related party transactions (Draft) (Revised) and its abstract prepared by the company according to the extended audit report, review report for reference and the feedback Reply of CSRC comply with the laws and regulations such as company justice, securities law, reorganization management measures, etc Relevant provisions of laws, regulations and normative documents.
To sum up, we agree to submit the above proposal to the 58th meeting of the eighth board of directors of the company for deliberation (Interim), and the related directors should avoid voting.
March 7, 2022
Signature of independent director (in order of surname):
Wang Feiyue, Kuang Shidao, Zhou Wei, Geng Chengxuan
