Shanying International Holdings Co.Ltd(600567) independent directors
Independent opinions on matters related to the 18th meeting of the 8th board of directors of the company. In accordance with the guiding opinions on the establishment of independent director system in listed companies, guidelines for the governance of listed companies, articles of association, independent director system and other relevant laws and regulations, as independent directors of Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as "the company"), on the basis of careful review of relevant materials, Based on the position of independent judgment, the independent opinions on the relevant matters considered at the 18th meeting of the eighth board of directors of the company are as follows:
1、 Independent opinions on the proposal on the company's 2022 plan for non-public development of A-Shares (Revised Draft)
The revised plan for non-public offering of shares complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, and the detailed rules for the implementation of non-public offering of shares by listed companies The relevant provisions of laws, regulations and normative documents such as the standards for the content and format of information disclosure by companies that offer securities to the public No. 25 - stock plan and issuance report of non-public development of listed companies (Zheng Jian FA FA Zi [2007] No. 303) are in line with the company's development strategy and the interests of shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the relevant matters of the non-public offering plan (Revised Draft).
2、 Independent opinions on the proposal on signing the supplementary agreement and related party transaction of the share subscription contract of non-public offering shares with conditional effect with specific objects
The signing of the supplementary agreement on the share subscription contract for non-public shares with conditional effect between the company and Zhejiang Taixin Industrial Co., Ltd. is the true expression of intention of both parties. The contents and signing procedures of the agreement comply with the provisions of laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders; This connected transaction complies with the principles of openness, fairness and impartiality, and the issuance price and pricing method comply with the provisions of relevant national laws, regulations and normative documents. During the deliberation of the board of directors on matters related to the non-public offering of a shares, the company's affiliated directors have avoided voting, and the voting procedures are legal and effective. We agree to the above motion.
In conclusion, we believe that the board meeting of the company to consider the proposals related to the non-public offering of shares will be convened
The opening procedures and voting procedures comply with the provisions of relevant laws, regulations and the articles of association. The affiliated directors of the company have avoided voting, and the resulting resolutions are legal and effective.
We agree to the matters related to the company's non-public offering of shares and agree to submit the proposals related to the non-public offering of shares to the general meeting of shareholders of the company for deliberation.
Fang guigan, Wei Xiongwen and Chen Han May 20, 2002
