Suzhou Huaya Intelligence Technology Co.Ltd(003043) independent director
Prior approval opinions on matters related to the 12th meeting of the second board of directors
Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as “the company”) held the 12th meeting of the second board of directors on April 18, 2022. As an independent director of the company, we carefully read the relevant meeting materials, In accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 01 – standardized operation of listed companies on the main board, the articles of association and other relevant laws, regulations, rules and regulations, based on the principle of being responsible to the company and all shareholders of the company, seeking truth from facts From the standpoint of independent judgment, we have carefully verified the following matters with a scientific and rigorous working attitude. Now we express the following prior approval opinions on the relevant matters considered at the 12th meeting of the second board of directors of the company:
1、 Matters concerning the provision of guarantees and related party transactions for the public offering of convertible corporate bonds
In accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association, as independent directors of the company, we are responsible to the company and all shareholders based on independent judgment, We have carefully reviewed the proposal on the guarantee and related party transactions provided by the actual controller of the company for the public offering of convertible corporate bonds in advance, and express the following opinions:
As of December 31, 2021, the audited net assets of the company are less than 1.5 billion yuan. According to the measures for the administration of securities issuance of listed companies, the issuer is required to provide guarantee for the issuance of convertible bonds issued to the public. The convertible corporate bonds issued this time are guaranteed by Wang Cainan, Lu Qiaoying and Wang Jingyu, the actual controllers of the company, and bear joint and several guarantee liabilities. The actual controllers of the company, Wang Cainan, Lu Qiaoying and Wang Jingyu, provided guarantees for the convertible corporate bonds issued by the company this time, forming a connected transaction.
We believe that the company’s issuance of convertible corporate bonds is mainly to meet the company’s raised investment projects and reduce financing costs. The actual controller provides guarantee for the convertible corporate bonds issued by the company this time, which meets the actual needs of the company’s operation and development. It is a reasonable transaction behavior, reflects the actual controller’s support for the company, conforms to the interests of the company and all shareholders, has no adverse impact on the independence of the company, has no behavior and situation damaging the interests of the company and minority shareholders, and complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Therefore, we agree that the actual controller shall provide guarantee for the company and the convertible corporate bonds issued this time, and agree to submit the proposal on the guarantee and related party transaction provided by the actual controller for the public issuance of convertible corporate bonds to the board of directors for deliberation.
It is hereby declared that our prior approval opinion does not mean that we are obliged to vote in favour of the above proposal at the board meeting.
Suzhou Huaya Intelligence Technology Co.Ltd(003043) independent directors: yuan Xiuguo, Ma Yahong April 18, 2022
