Miracle Automation Engineering Co.Ltd(002009)
Independent directors’ opinions on the second (Interim) meeting of the eighth board of directors
Independent opinions on relevant matters
As an independent director of Miracle Automation Engineering Co.Ltd(002009) (hereinafter referred to as the “company”), based on the principle of prudence and independent judgment, in accordance with the relevant provisions of the company law, 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 the articles of association, The independent opinions on the adjustment of Shenzhen qiantai equity repurchase payment considered by the board of directors are as follows:
The adjusted payment scheme is an effective solution with feasibility and certain binding force formed after repeated negotiations between the company and Shenzhen Qiantai Energy Regeneration Technology Co., Ltd. (hereinafter referred to as “Shenzhen qiantai”) according to the performance of the equity repurchase agreement of Shenzhen Qiantai Energy Regeneration Technology Co., Ltd. The adjusted payment plan further defines the follow-up payment arrangement for the equity repurchase payment of RMB 98 million due and unpaid by Shenzhen qiantai, and stipulates the obligations of Shenzhen qiantai to increase equity pledge guarantee. The adjusted payment plan can effectively safeguard the best interests of the company and its wholly-owned subsidiary Jiangsu Tianqi circular economy industry Investment Co., Ltd. (hereinafter referred to as “Tianqi circular industry investment”) in this equity repurchase transaction, urge Shenzhen qiantai to raise funds through multiple channels and complete the payment as soon as possible, which is conducive to safeguarding the interests of the company and all shareholders, In line with the company’s development needs and the company’s long-term interests. This transaction follows the principle of “fairness, impartiality and fairness”. Related directors Mr. Zhang Yuxing and Mr. Shen Baowei have avoided voting. The decision-making procedure of this matter complies with the provisions of relevant laws and regulations and the articles of association. There is no situation that damages the interests of the company and other shareholders, especially minority shareholders, and will not affect the independence of the company. Therefore, we agree to the proposal on adjusting the payment scheme of Shenzhen qiantai equity repurchase and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Miracle Automation Engineering Co.Ltd(002009) independent directors: ye Xiaojie, Ma Yuanxing, Chen Yumin January 12, 2022
