Suzhou Thvow Technology Co.Ltd(002564) independent director
About the 41st meeting of the 4th board of directors
Prior approval opinions on relevant matters
As an independent director of Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as the “company”) in accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of Suzhou Thvow Technology Co.Ltd(002564) articles of Association (hereinafter referred to as the “articles of association”), We have received in advance the relevant documents of the company’s proposal on providing counter guarantee and related party transactions to the controlling shareholders in 2022, proposal on confirming the daily related party transactions in 2021 and expected daily related party transactions in 2022, and proposal on the proposed renewal of the audit accounting firm in 2022. After careful review of the relevant materials, We have carefully reviewed the relevant proposals to be considered at the 41st meeting of the Fourth Board of directors of the company, and now give the following prior approval opinions:
1、 On counter guarantee and related party transactions for controlling shareholders
According to the information provided by the company on counter guarantee and related party transactions for controlling shareholders, we believe that the counter guarantee is due to the guarantee amount provided by Shanghai Electric Group Company Limited(601727) to the company and its controlling subsidiaries, in order to support the business development of the company, and there is no damage to the interests of the company and shareholders, Comply with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, and the articles of association. We agree to submit the proposal to the 41st meeting of the Fourth Board of directors for deliberation.
2、 With regard to the confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022, according to the information provided by the company on the confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022, we believe that the confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022 is conducive to the development and sustainable development of the company’s business and does not adversely affect the independence of the company, There is no situation that damages the interests of the company and non affiliated shareholders.
In 2021, the price of raw materials, equipment, labor services and other transactions between the company and related parties is fair and will not damage the interests of the company and minority shareholders; The daily related party transactions expected in 2022 are the actual production and operation needs of the company. The pricing of related party transactions follows the principles of fairness, openness and impartiality, does not adversely affect the independence of the company, and does not damage the interests of the company and non related shareholders. We agree to submit the proposal to the 41st meeting of the Fourth Board of directors for deliberation.
3、 Matters concerning the proposed reappointment of audit accounting firm in 2022
Zhonghua Certified Public Accountants (special general partnership), which the company plans to continue to employ, has the qualification of securities and futures related businesses, has many years of rich experience and professional quality in the audit of listed companies, and can better meet the requirements of the company for establishing and improving internal control and financial audit. During his tenure as the company’s audit institution, he is diligent and responsible, and can comply with the relevant provisions of the independent audit standards for Chinese certified public accountants, Adhere to the independent, objective and impartial auditing standards and express audit opinions fairly and reasonably. We agree to submit the proposal to the 41st meeting of the Fourth Board of directors for deliberation.
Independent directors: Shi Guifeng, sun Jianfei, Tao Hairong March 23, 2022
