Shanying International Holdings Co.Ltd(600567) independent directors
Prior approval opinions on matters related to the 18th meeting of the 8th board of directors of the company
Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as "the company") will hold the 18th meeting of the 8th board of directors on May 20, 2022. In accordance with the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange and other regulations, normative documents and the relevant provisions of the articles of association, and in the attitude of being responsible to the company, all shareholders and investors, as independent directors of the company, after carefully reviewing the relevant documents of the 18th meeting of the eighth board of directors of the company, after careful analysis, we express the following opinions in advance: 1 We believe that the revised plan for non-public offering 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.
2. Zhejiang Taixin Industry Co., Ltd. (hereinafter referred to as "Taixin industry") has completed the approval of establishment registration on May 16, 2022. The supplementary agreement to the conditional effective share subscription contract for non-public shares signed by Taixin industry and the company 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 do not damage the company and all shareholders, Especially the interests of minority 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.
In conclusion, we agree to submit the relevant proposals on this non-public offering to the 18th meeting of the eighth board of directors of the company for deliberation.
Fang guigan, Wei Xiongwen and Chen Han May 20, 2002
