Shantui Construction Machinery Co.Ltd(000680)
Prior approval opinions of independent directors on relevant matters of the company
Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as “the company”) will consider relevant matters at the 15th meeting of the 10th board of directors. Relevant meeting materials have been submitted to the independent directors of the company. In a serious and responsible manner, the independent directors have reviewed all relevant meeting materials provided by the board of directors of the company and, based on their independent judgment, hereby express the following prior approval opinions:
1、 Prior approval opinions on the company’s expected daily connected transactions in 2022
The transactions between the company and its subsidiaries and related parties can make full use of the industrial advantages of both related parties, which is conducive to resource integration, give play to synergy and maximize efficiency. Related party transactions are necessary for the operation of the company and will not affect the independence of the company. The pricing basis is objective and fair, and there is no harm to the interests of the company and shareholders. It is agreed to submit this proposal to the board of directors of the company for deliberation, and the related directors need to avoid voting.
2、 Prior approval opinions on signing financial service agreement with Shandong heavy industry group finance Co., Ltd
After review, the financial service agreement signed between the company and Shandong heavy industry group finance Co., Ltd. follows the principle of equality and voluntariness, with fair pricing and no damage to the interests of the company and minority shareholders. It is agreed to submit the company’s proposal on signing a financial service agreement with Shandong heavy industry group Finance Co., Ltd. to the board of directors for deliberation, and the related directors need to avoid voting.
3、 Prior approval opinions on carrying out financial leasing business with Shanzhong Financial Leasing Co., Ltd
In order to better promote the company’s product sales and market development, and comprehensively establish and develop cooperative relations, the company and Shanzhong Financial Leasing Co., Ltd. establish construction machinery credit cooperation business based on the principle of complementary advantages, equality and mutual benefit, which is conducive to meeting the needs of customers to purchase construction machinery equipment and its accessories through financial leasing and promoting the sales of construction machinery equipment and its accessories. The risk is controllable, in line with the relevant provisions of various laws and regulations, in line with the development needs of the company, in line with the interests of all shareholders of the company, and will not damage the interests of shareholders, especially minority shareholders. It is agreed to submit the proposal to the board of directors for deliberation.
4、 Independent opinions on the financial leasing business between the holding subsidiary and heavy truck Finance Co., Ltd
In order to better promote the company’s concrete mixer product sales and market development, and comprehensively establish and develop cooperative relations, the company and sinotruk Automobile Finance Co., Ltd. carry out financial leasing business based on the principle of complementary advantages, equality and mutual benefit, which is conducive to meeting the needs of customers to purchase concrete mixer and its accessories through financial leasing and promoting the sales of concrete mixer and its accessories. The risk is controllable, in line with the relevant provisions of various laws and regulations, in line with the development needs of the company, in line with the interests of all shareholders of the company, and will not damage the interests of shareholders, especially minority shareholders. It is agreed to submit the proposal to the board of directors for deliberation.
5、 Prior approval opinions on the proposed change of accounting firm
After verification, Shanghai accounting firm (special general partnership) (hereinafter referred to as “Shanghai accounting firm”) has the practice certificate of accounting firm and the business qualification related to securities and futures, has sufficient independence, professional competence and investor protection ability, has the audit service experience of listed companies, and can meet the audit requirements of the company. The proposed change of accounting firm is a reasonable change based on the business development and audit needs of the company, does not violate relevant laws and regulations, and does not damage the legitimate rights and interests of all shareholders and investors. In conclusion, the independent directors agreed to submit the proposal on the proposed change of accounting firm to the board of directors for deliberation.
Shantui Construction Machinery Co.Ltd(000680) independent directors:
……、……、……
Wang Jinxing, Liu Yan, Chen Aihua
March 28, 2002
