Annex 3:
Vcanbio Cell & Gene Engineering Corp.Ltd(600645) independent director
Independent opinions on related party transactions
In accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange, the articles of association and other relevant provisions of the CSRC, as an independent director of the company, based on independent judgment, The independent opinions on the proposal on the signing of real estate leasing contract and related party transaction between the holding subsidiary and Shanghai Yanli Biotechnology Co., Ltd. deliberated and adopted at the 14th interim meeting of the 10th board of directors are as follows:
1. Shanghai Zhongyuan Jisheng company leases the real estate from Shanghai Yanli company to meet the needs of normal production and operation activities. At the same time, considering that the subsidiary of Shanghai Yanli company has submitted a request to Shanghai Putuo District Health Committee for instructions on establishing a rehabilitation hospital in the main building and renting its podium building, it can use the relevant resources of the rehabilitation hospital, Contribute to the development of its immune cell storage and other businesses; The lease price is consistent with the price in the real estate lease contract signed by Shanghai Yanli company and Shanghai Chunguang Industrial Co., Ltd. It is a normal commercial transaction price, the pricing is fair and reasonable, and there is no damage to the interests of shareholders, especially small and medium-sized shareholders.
2. The lease of Shanghai Yanli company from a third party is paid once a year. The lease of the company is paid once every three years in order to enjoy 10% rent preference and directly reduce the operating cost of the company. It is beneficial to all shareholders and there is no case of transferring benefits to related parties.
3. The voting procedure of this related party transaction was legal and compliant, and the related directors avoided voting on this proposal at the board of directors, which was in line with the provisions of relevant laws, regulations and the articles of association.
In view of this, we believe that the above related party transactions do not harm the interests of minority shareholders, and agree to the above related party transactions.
independent director:
Chen Min, Pei duanqing
Hou Xinyi
February 18, 2002
