Suzhou Medicalsystem Technology Co.Ltd(603990) independent director
On relevant matters of the 27th meeting of the third board of directors
Prior approval opinion
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shanghai Stock Exchange and the Suzhou Medicalsystem Technology Co.Ltd(603990) articles of Association (“the articles of association”), as an independent director of Suzhou Medicalsystem Technology Co.Ltd(603990) (“the company”), he conducted ex ante examination and communication on relevant matters of the 27th meeting of the third board of directors:
The statement of prior approval is hereby issued as follows:
1. Prior approval opinions on the company meeting the conditions for non-public offering of a shares
In accordance with the provisions and requirements of 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 other laws, regulations and normative documents, we have checked in accordance with the requirements of the relevant qualifications and conditions for the non-public issuance of domestic listed RMB ordinary shares by listed companies, and believe that the company has met the conditions for the non-public issuance of domestic listed RMB ordinary shares, We agree to submit the proposal to the 27th meeting of the third board of directors of the company for deliberation.
2. Prior approval opinions on the company’s non-public offering of A-Shares in 2022
The company’s non-public offering plan is formulated in combination with the actual situation of the company’s operation and development, which is conducive to optimizing the company’s shareholder structure, enhancing the company’s financial credit and capital strength, improving the company’s anti risk ability, the coordinated development of the company’s advantageous resources with shareholders and improving the company’s comprehensive profitability, Comply 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 other relevant laws, regulations, rules and normative documents, and comply with the long-term development of the company and the interests of all shareholders. We agree to submit the proposal to the 27th meeting of the third board of directors of the company for deliberation.
3. Prior approval opinions on the company’s plan for non-public offering of A-Shares in 2022
The company’s plan for non-public offering of A-Shares complies with the provisions and requirements of 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 other laws, regulations and normative documents, conforms to the long-term development of the company, and does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree to submit the proposal to the 27th meeting of the third board of directors of the company for deliberation.
4. Prior approval opinions on the feasibility analysis report on the use of funds raised by the company’s non-public offering of A-Shares in 2022
We believe that the feasibility analysis report of Suzhou Medicalsystem Technology Co.Ltd(603990) 2022 non-public Development Bank A-share raised funds formulated by the company is in line with the actual situation of the company, makes a careful and prudent analysis on the use of raised funds, and is in line with the long-term development of the company and the interests of all shareholders.. We agree to submit the proposal to the 27th meeting of the third board of directors of the company for deliberation.
5. Prior approval opinions on the report on the use of the company’s previously raised funds
After deliberation, we believe that the content of the report on the use of Suzhou Medicalsystem Technology Co.Ltd(603990) previously raised funds prepared by the company is true, accurate and complete, without false records, misleading statements and major omissions, in line with the relevant provisions of the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission, and there are no violations in the storage and use of raised funds. Zhonghui Certified Public Accountants (special general partnership) issued an assurance report on the report. We agree to submit the proposal to the 27th meeting of the third board of directors of the company for deliberation.
6. Prior approval opinions on the signing of conditional effective share subscription agreement and related party transactions between the company and specific objects
The conditional effective share subscription agreement signed between the company and Mianyang Haoxiang Holding Co., Ltd. (hereinafter referred to as “Haoxiang holding”) is in line with the provisions of national laws and regulations and other normative documents. The relevant provisions are set reasonably. There are no acts and circumstances that damage the rights and interests of shareholders, especially the rights and interests of minority shareholders, and will not affect the independence of the company. According to the company’s plan for non-public development of A-Shares in 2022 and the share transfer agreement signed by Haoxiang holding and the company’s shareholders Weng Kang, Yan huanghong, Wang Jianhua and Fu Hong on the same day, Haoxiang holding will become the controlling shareholder of the company and belong to the company’s affiliates after the completion of this non-public offering and the transfer of share agreement, and this offering constitutes a connected transaction. 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 laws, regulations and normative documents such as the company law, the securities law, the Interim Measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public development of shares by listed companies and so on. We agree to submit the proposal to the 27th meeting of the third board of directors of the company for deliberation.
7. Risk tips on diluting the immediate return of the company’s non-public offering of A-Shares and the prior approval opinions on the filling measures and commitments of relevant subjects
According to the guiding opinions on matters related to the dilution of immediate return in initial public offering, refinancing and major asset restructuring, the company has made a serious, prudent and objective analysis on the impact of this non-public offering on the dilution of immediate return, and put forward specific measures to fill in the return. The controlling shareholders, actual controllers, directors and senior managers of the company have made relevant commitments to the filling measures, which is conducive to protecting the legitimate rights and interests of investors, There is no situation that damages the interests of the company or all shareholders. We agree to submit the proposal to the 27th meeting of the third board of directors of the company for deliberation.
8. Prior approval opinions on the company’s shareholder dividend return plan for the next three years (20222024) the proposal submitted by the company on the company’s shareholder dividend return plan for the next three years (20222024) complies with the notice on further implementing the matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions issued by the CSRC, It is conducive to further enhance the transparency of the company’s cash dividend, improve and improve the company’s dividend decision-making and supervision mechanism, maintain the continuity and stability of profit distribution policy, protect the legitimate rights and interests of investors, and facilitate investors to form stable return expectations. We agree to submit the proposal to the 27th meeting of the third board of directors of the company for deliberation.
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