Shenzhen Wenke Landscape Co.Ltd(002775)
Prior approval opinions of independent directors on capital reduction of holding subsidiaries
In accordance with the guiding opinions on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions, as well as the articles of association and working rules for independent directors of Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as “the company”), The company submitted to us the proposal on capital reduction of holding subsidiaries at the 18th meeting of the Fourth Board of directors in advance. We have checked the above proposal in advance with a serious and responsible attitude. Based on our independent judgment, we hereby express the following prior approval opinions:
The capital reduction of the company’s controlling shareholder, Shenzhen liberal arts Holding Co., Ltd. and its related party, Wuhan Cuiqu Education Exchange Co., Ltd., to the company’s holding subsidiary, Wuhan liberal arts ecological environment Co., Ltd., constitutes a related party transaction. The company shall strictly perform the approval procedures of the board of directors and relevant information disclosure obligations in accordance with relevant regulations. We have carefully reviewed the proposal on capital reduction of holding subsidiaries submitted by the company. We believe that this connected transaction will not have a significant impact on the company’s financial status and operating results, nor will it affect the company’s independence, which is in line with the interests of the company and all shareholders. Therefore, we unanimously agreed to submit the proposal to the 18th meeting of the Fourth Board of directors of the company for deliberation. The directors of the company, Li Congwen and Zhu Shenghua, need to avoid voting.
Independent directors: yuan Zepei, Wang Yan, Wang Liwei January 28, 2002
