Shantui Construction Machinery Co.Ltd(000680)
Prior approval and independent opinions of independent directors on relevant matters of the company
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, we, as independent directors of the company, based on our independent judgment and after reviewing the proposal and relevant materials of this meeting, agree to submit the proposal on proposed acquisition of equity and related party transactions to the 14th Meeting of the 10th board of directors of the company for deliberation, and express our independent opinions:
1. The company’s acquisition of Dezhou Degong and Shandong Degong is conducive to improving the industrial layout of the company’s loader business, improving the company’s profitability, helping the deep integration of the loader industry, promoting the company’s high-quality development, reducing the company’s related party transactions and enhancing the company’s independence.
2. This related party transaction complies with the provisions of relevant laws, regulations and the articles of association. The related party transaction has been approved by the board of directors. The related directors followed the principle of avoidance of related parties and fulfilled the obligation of avoidance of voting when considering the related party transaction proposal. The examination and approval procedures performed by the above affiliated exchanges comply with the provisions of relevant laws and regulations.
3. This connected transaction follows the objective, reasonable and fair market principle and the principle of freedom of contract through equal negotiation, and does not harm the interests of the company and other shareholders, especially minority shareholders.
As an independent director of the company, we agree to the proposal on the proposed acquisition of equity and related party transactions deliberated by the board of directors, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation, and the related shareholders must avoid voting.
Shantui Construction Machinery Co.Ltd(000680) independent director:
……、……、……
Wang Jinxing, Liu Yan, Chen Aihua
January 10, 2002
