Shanghai Sk Automation Technology Co.Ltd(688155)
Independent opinions of independent directors on matters related to the second meeting of the third board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) and other laws and regulations, as well as the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”) and the working system of independent directors As an independent director of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”), we hereby express the following independent opinions on matters related to major asset restructuring considered at the second meeting of the third board of directors:
1、 Independent opinions on matters related to the company’s major asset restructuring plan
1. The company plans to acquire 51% equity of Ningde Dongheng Machinery Co., Ltd. (hereinafter referred to as the “target company”) in cash (hereinafter referred to as “this transaction” or “this major asset reorganization”), which constitutes a major asset reorganization.
2. This transaction complies with the provisions of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, other relevant laws and regulations and normative documents issued by the CSRC, and has the substantive conditions for major asset restructuring.
3. The counterparty of this transaction has no related relationship with the company, its controlling shareholders, directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares. This transaction does not constitute a related party transaction and does not constitute reorganization and listing. After the completion of this transaction, the control right of the company will not change.
4. Before this transaction, the company has established a standardized corporate governance structure and independent operation management system in accordance with the provisions of relevant laws and regulations to maintain business independence, asset independence, financial independence, personnel independence and institutional independence. After the completion of this transaction, it is conducive to improve the asset quality of the listed company, improve the financial situation of the company and enhance the sustainable profitability. This transaction is conducive to the sustainable development of the listed company and does not damage the legitimate rights and interests of shareholders.
5. The appraisal institution of this transaction, Shanghai jiace Asset Appraisal Co., Ltd. and the audit institution, Shanghui accounting firm (special general partnership), and other intermediaries have the qualification related to securities and futures. The audit and evaluation conducted by the intermediaries meet the principles and relevant requirements of objectivity, impartiality and independence.
6. The independent opinions on the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing are as follows:
(1) Independence of evaluation organization
The company employs Shanghai jiace Assets Appraisal Co., Ltd. as the appraisal institution of this transaction to undertake the appraisal of this transaction. The appraisal institution has legal qualification. Except for the normal business transactions between the appraisal institution and its appraisers, the company and the subject company, there is no other related relationship, nor does there exist any realistic or predictable interest relationship or conflict other than professional fees. The appraisal institution is independent.
(2) Evaluate the rationality of assumptions
The appraisal assumptions and premises set by the appraisal institution and appraisers for the subject assets are implemented in accordance with the provisions of relevant national laws, regulations and normative documents, follow the common practices or guidelines of the market, and conform to the actual situation of the appraisal object. The appraisal assumptions and premises are reasonable.
(3) The purpose of the evaluation is related to the evaluation method
The purpose of this appraisal is to determine the market value of the subject asset on the benchmark date of appraisal and provide value reference basis for the pricing of the subject asset of this transaction. The appraisal institution adopts the income method and asset-based method to evaluate the value of the subject assets, and finally selects the appraisal value obtained by the income method as the appraisal result. In accordance with the requirements of relevant national laws, regulations, normative documents and industrial norms, following the principles of independence, objectivity, notarization and science, and in accordance with the recognized asset appraisal methods, the necessary appraisal procedures have been implemented to evaluate the market value of the subject asset on the benchmark date. The selected appraisal methods are reasonable and relevant to the purpose of the appraisal.
(4) Fairness of transaction pricing
The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal. This appraisal has implemented necessary appraisal procedures, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the appraised assets, selected reliable reference data and materials, and the appraised value of the assets is fair and accurate. The final transaction price of this transaction is based on the evaluation results of the underlying assets and determined by the transaction parties through negotiation. The pricing of the underlying assets is fair and does not harm the interests of the company and minority shareholders. 7. Shanghai Sk Automation Technology Co.Ltd(688155) major asset purchase report (Draft) and summary of Shanghai Sk Automation Technology Co.Ltd(688155) major asset purchase report (Draft) The equity acquisition agreement between Shanghai Sk Automation Technology Co.Ltd(688155) and Shi Zenghui, Lin Chenbin and Lin Liju on Ningde Dongheng Machinery Co., Ltd. and the performance compensation agreement between Shanghai Sk Automation Technology Co.Ltd(688155) and Shi Zenghui on Ningde Dongheng Machinery Co., Ltd. signed by the company and relevant parties comply with the provisions of the administrative measures for major asset restructuring of listed companies and other relevant laws, regulations and normative documents, We agree that the company will sign the agreement with the counterparty and other relevant parties.
8. The convening, convening and voting procedures of this board meeting comply with relevant laws and regulations and the articles of Association; When the board of directors deliberated on the proposals related to this major asset restructuring, the voting procedures were in line with the provisions of laws, regulations and the articles of association.
9. The Shanghai Sk Automation Technology Co.Ltd(688155) major asset purchase report (Draft) and Shanghai Sk Automation Technology Co.Ltd(688155) major asset purchase report (Draft) give special tips on the risks that investors need to pay special attention to. We remind investors to carefully read all the contents of the “major risk tips”, fully understand the risk factors and corresponding investment risks disclosed by the company, and make investment decisions prudently.
10. This transaction still needs to be reviewed and approved by the general meeting of shareholders of the company.
To sum up, the procedures of this transaction comply with laws and regulations, and are open, fair and reasonable. After the completion of this transaction, it is conducive to the development of the company’s business and the improvement of its performance, and will not damage the interests of the company and its shareholders, especially the minority shareholders. Therefore, we agree with the arrangements made by the board of directors in connection with this transaction and agree that the board of directors will submit relevant proposals to the general meeting of shareholders for deliberation.
2、 Independent opinions on the proposal on providing guarantee for wholly-owned subsidiaries
This guarantee is to meet the needs of the normal production and operation of the wholly-owned subsidiary, contribute to the sustainable development of the wholly-owned subsidiary and control the guarantee risk. The decision-making procedure of this guarantee is legal and compliant, meets the requirements of relevant laws and regulations, will not have an adverse impact on the current and future financial status and operating results of the company, and there is no behavior damaging the interests of the company and shareholders, especially minority shareholders.
To sum up, the independent directors agree that the company is a wholly-owned subsidiary of Germany Xianhui guarantee.
(no text below)
(there is no text on this page, which is the signature page of Shanghai Sk Automation Technology Co.Ltd(688155) independent directors’ independent opinions on matters related to the second meeting of the third board of directors) Li bailing (signature):
May 20, 2022
(there is no text on this page, which is the signature page of Shanghai Sk Automation Technology Co.Ltd(688155) independent director’s independent opinions on matters related to the second meeting of the third board of directors) Xue Wenge (signature):
May 20, 2022
(there is no text on this page, which is the signature page of Shanghai Sk Automation Technology Co.Ltd(688155) independent directors’ independent opinions on matters related to the second meeting of the third board of directors) Dai Yongbin (signature):
May 20, 2022
