Zhejiang Hailiang Co.Ltd(002203) : prior approval opinions of independent directors on relevant matters

Zhejiang Hailiang Co.Ltd(002203) independent director

Prior approval opinions on relevant matters

In accordance with the guiding opinions on the establishment of independent director system by listed companies, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the articles of association and other relevant provisions, we, as independent directors of the company, On the basis of carefully reviewing the relevant materials and listening to the reports of relevant personnel, we hereby express the following prior approval opinions on the following related party transactions:

After verification, we have made the following comments: we have carefully reviewed the reasons for this capital increase and the transaction plan. It is considered that the related party transactions involved are in line with the actual situation of the company and the provisions of relevant laws and regulations, the pricing is fair, fair and reasonable, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. Before the company submitted the above proposal to the board of directors for deliberation, the relevant contents of relevant matters and materials have been approved by us. We unanimously agreed to submit the proposal to the board of directors of the company for deliberation.

Independent directors: Deng Chuan, Liu Guojian, Wen Xianjun

February 18, 2022

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