Suzhou Slac Precision Equipment Co.Ltd(300382) independent director
Independent opinions on matters related to the fifth meeting of the Fifth Board of directors
In accordance with the provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as the “Listing Rules”) and the self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies issued by the China Securities Regulatory Commission, as well as the relevant requirements of the articles of association, As an independent director of Suzhou Slac Precision Equipment Co.Ltd(300382) (hereinafter referred to as “the company”), in line with the attitude of being responsible to the company and all shareholders, in accordance with the principle of seeking truth from facts and based on the position of independent judgment, after careful review, we express independent opinions on the relevant matters considered at the fifth meeting of the Fifth Board of directors of the company as follows: I Independent opinions on adjusting the stock issuance plan of gem to specific objects in 2021
After review, we believe that the company’s plan to adjust the issuance of shares on the gem to specific objects complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws and regulations. The adjustment content of the plan is reasonable and feasible, which is conducive to improving the asset quality of the company, improving the financial situation Enhancing sustainable profitability is in line with the company’s long-term development objectives and the interests of all shareholders. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We unanimously agree on the relevant contents of the bill.
2、 Independent opinions on the company’s 2021 gem stock issuance plan to specific objects (Revised Version)
After review, we believe that the 2021 gem stock issuance plan (Revised Version) prepared by the company for the issuance of shares to specific objects on the gem fully demonstrates the necessity of issuing shares to specific objects by comprehensively considering the company’s industry and development stage, financing planning, financial status, capital demand and other conditions, The reasonableness of the pricing principles, basis, methods and procedures for the issuance of shares to specific objects, as well as the fairness and rationality of the scheme for the issuance of shares to specific objects, do not harm the interests of the company and shareholders, especially small and medium-sized shareholders. We unanimously agree on the relevant contents of the bill.
3、 Independent opinions on the feasibility analysis report of the company’s 2021 gem issuing shares to specific objects to raise funds (Revised Version)
After reviewing the feasibility analysis report on the project of raising funds by issuing shares to specific objects in 2021 (Revised Draft), we believe that the use of the funds raised by the company to specific objects this time conforms to the relevant national industrial policies and the overall development direction of the company in the future, and has good market prospects and economic benefits. After the funds raised from this issuance to specific objects are in place and used, it is conducive to improving the company’s capital structure, reducing financial risks, improving profitability and promoting the sustainable and healthy development of the company’s business. We unanimously agree on the relevant contents of the bill.
4、 Independent opinions on the company’s demonstration and analysis report on the issuance of shares on the gem to specific objects in 2021 (Revised Version)
After review, we believe that the demonstration and analysis report on the issuance of shares to specific objects on the gem in 2021 (Revised Draft) fully demonstrates the necessity of issuing shares to specific objects, the pricing principle, basis and The rationality of methods and procedures, the fairness and rationality of the stock issuance scheme to specific objects, the impact of the stock issuance to specific objects on the dilution of the original shareholders’ equity or immediate return of the company and the specific measures to fill in, there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, which is in line with the requirements of the China Securities Commission Relevant provisions of Shenzhen Stock Exchange and the articles of association. We unanimously agree on the relevant contents of the bill.
5、 Independent opinions on the company’s measures to issue shares to specific objects to dilute the immediate return, fill the immediate return and the commitments of relevant subjects (Revised Draft)
After reviewing the measures on diluting and filling the immediate return by issuing shares to specific objects and the commitments of relevant subjects (Revised Draft), we believe that the document is in line with the several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The relevant provisions of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), Meet the requirements of the company’s actual operation and sustainable development, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree on the contents of the motion.
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance to specific objects in full power, which was deliberated and adopted at the third extraordinary general meeting of shareholders in 2021, the above proposal deliberated at the fifth meeting of the Fifth Board of directors of the company does not need to be submitted to the general meeting of shareholders for deliberation.
6、 Independent opinions on the company’s special report on the use of previously raised funds
After reviewing the special report on the use of the previously raised funds of the company, we believe that the deposit and use of the previously raised funds of the company comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies, comply with the relevant provisions of the company’s measures for the administration of raised funds, and there is no illegal use of the raised funds. We unanimously agreed on the relevant contents of the proposal and submitted the proposal to the general meeting of shareholders for deliberation. 7、 After reviewing the independent opinion on signing the supplementary agreement to the equity investment intention agreement (intention Fund), we believe that the signing of the supplementary agreement to the equity investment intention agreement (intention Fund) between the company and Dongguan Ali Automation Co., Ltd. can further promote the reconstituted battery case business and complete the acquisition of the target company as soon as possible; The terms and signing procedures of the supplementary agreement comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. When the board of directors deliberated on this matter, the voting procedure was legal and effective, in line with the provisions of relevant laws, administrative regulations, departmental rules and the articles of association. We agree on the above matters.
Suzhou Slac Precision Equipment Co.Ltd(300382) Zhang Qiuju, Luo Zhengying, Wang Hewu January 24, 2022
