Xiamen Wanli Stone Stock Co.Ltd(002785) : prior approval opinions of independent directors on matters related to the 26th meeting of the Fourth Board of directors

Xiamen Wanli Stone Stock Co.Ltd(002785)

Independent directors on the 4th board of directors

Prior approval opinions on relevant matters of the 26th meeting

According to the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association of Xiamen Wanli Stone Stock Co.Ltd(002785) and other relevant laws, regulations and normative documents of China Securities Regulatory Commission, as independent directors of Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as the "company"), before the notice of the 26th meeting of the Fourth Board of directors of the company is issued, We received the relevant materials of the proposal on the prediction of the company's daily connected transactions in 2022, listened to the special report of the company's relevant personnel on the daily connected transactions, and checked the actual situation of the company's connected transactions in previous years. After careful review of relevant materials, we hereby give the following prior approval opinions on this matter:

We have carefully checked the daily related party transactions of the company in 2022 in advance, and believe that the daily related party transactions of the company in 2022 comply with the principles of fairness, impartiality and openness, which is conducive to the development of the company's business. The transaction prices are determined with reference to the market price, which has no impact on the independence of listed companies, and no acts and circumstances damaging the interests of minority shareholders are found, Comply with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.

Based on the above situation, we agree to submit the proposal on the prediction of the company's daily connected transactions in 2022 to the 26th meeting of the Fourth Board of directors for deliberation.

(no text below)

(this page is the signature page of Xiamen Wanli Stone Stock Co.Ltd(002785) independent directors' prior approval opinions on matters related to the fourth meeting of the board of directors)

independent director:

Liao Yixin

(this page is the signature page of Xiamen Wanli Stone Stock Co.Ltd(002785) independent directors' prior approval opinions on relevant matters of the fourth session of the board of directors)

independent director:

Ren Li

(this page is the signature page of Xiamen Wanli Stone Stock Co.Ltd(002785) independent directors' prior approval opinions on relevant matters of the fourth session of the board of directors)

independent director:

Hu Shiming

specific date

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