Suzhou Slac Precision Equipment Co.Ltd(300382) independent director
Prior approval opinions on matters related to the fifth meeting of the Fifth Board of directors
According to the requirements of 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 Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the "GEM Listing Rules") and the articles of association, As an independent director of Suzhou Slac Precision Equipment Co.Ltd(300382) (hereinafter referred to as "the company"), based on our independent judgment, in a prudent and responsible attitude, and after carefully reviewing relevant materials, we have conducted a pre audit on the relevant matters considered at the fifth meeting of the Fifth Board of directors, and hereby express the following pre approval opinions:
1、 Prior approval opinions on adjusting the company's 2021 gem stock issuance plan to specific objects
After review, we believe that the company meets the requirements of gem for issuing shares to specific objects and meets the conditions for gem to issue shares to specific objects. This adjustment of the company complies with the provisions of relevant laws, regulations and normative documents such as 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), the scheme is reasonable and feasible, and meets the requirements of the company's future development strategy. It is agreed to submit the proposal to the board of directors for deliberation.
2、 Prior approval opinions on the company's 2021 gem stock issuance plan to specific objects (Revised Version)
After review, we believe that the corresponding revision of the company's plan for issuing shares to specific objects on the gem in 2021 is in line with the current market situation and the actual situation of the company, and is feasible. The investment direction of the raised funds in this offering complies with relevant national policies and the development direction of the company. The issuance of shares to specific objects this time is conducive to improving the company's comprehensive competitiveness, in line with the interests of the company and shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. It is agreed to submit the proposal to the board of directors of the company for deliberation.
3、 Prior approval opinions on the feasibility analysis report of the company's 2021 gem issuing shares to specific objects to raise funds (Revised Version)
After review, we believe that the use plan of the raised funds issued by the company to specific objects this time complies with the provisions of the national industrial policies, relevant laws, regulations and normative documents, the long-term development plan of the company and the interests of all shareholders, and the provisions of the measures for the administration of securities issuance and registration of companies listed on GEM (Trial). Therefore, we unanimously agree to the proposal on the feasibility analysis report (Revised Draft) of the company's 2021 gem issuing shares to specific objects to raise funds, and agree to submit the proposal to the board of directors of the company for deliberation.
4、 Prior approval opinions on the company's demonstration and analysis report on the issuance of shares on the gem to specific objects in 2021 (Revised Draft)
After review, we believe that the demonstration and analysis report (Revised Draft) of the company's stock issuance scheme to specific objects has comprehensively considered the company's development strategy, development trend of relevant industries, financial status, capital demand and other conditions, and fully demonstrated the necessity of issuing shares to specific objects and the appropriateness of the selection scope, quantity and standard of the issuing objects, The rationality of the principles, basis, methods and procedures for pricing this offering, as well as the fairness and rationality of the offering scheme to specific objects, are in line with the interests of the company and shareholders, there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, and comply with the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association, Agree to submit the proposal to the board of directors of the company for deliberation.
5、 Prior approval 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 review, we believe that the company's analysis of the impact of issuing shares to specific objects on the dilution of immediate return, the proposed measures to fill the return and the commitments of relevant subjects, 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 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] 110) and the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other relevant laws, regulations and normative documents comply with the requirements of the company's actual operation and sustainable development, and there is no damage to the interests of the company and shareholders, especially minority shareholders. It is agreed to submit the proposal to the board of directors of the company for deliberation.
6、 Prior approval opinions on the company's special report on the use of previously raised funds
After review, we believe that the content of the company's special report on the use of the previously raised funds is true and complete, and the company's use of the previously raised funds is in line with the actual situation of the company, conducive to the smooth implementation of the raised investment projects and the long-term development of the company, and in line with the interests of the company and all shareholders; The previous decision-making and deliberation procedures are legal and effective, comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the management of raised funds of listed companies, and agree to submit the proposal to the board of directors of the company for deliberation.
Suzhou Slac Precision Equipment Co.Ltd(300382) Zhang Qiuju, Luo Zhengying, Wang Hewu January 24, 2022
