Guangzheng Eye Hospital Group Co.Ltd(002524) : prior approval opinions of independent directors on matters related to the fifth meeting of the Fifth Board of directors

Guangzheng Eye Hospital Group Co.Ltd(002524)

Guangzheng Eye Hospital Group Co.Ltd(002524)

Opinions of independent directors on matters related to the fifth meeting of the Fifth Board of directors

Prior approval opinion

In accordance with the relevant provisions of the company law, the securities law, the guiding opinions on the establishment of independent directors in listed companies, the guidelines for the standardized operation of listed companies, the articles of association and the working system of independent directors of the company, as independent directors of Guangzheng Eye Hospital Group Co.Ltd(002524) (hereinafter referred to as the “company”), we are responsible to the company, all shareholders and investors, We have fully reviewed the relevant materials of the company’s planned participation in related companies and related transactions. Based on our independent judgment, we express the following prior approval opinions:

The decision to participate in the affiliated company is based on expanding business and integrating high-quality medical resources. Through consultation between the company and related parties, the company and related parties determine the equity proportion according to the actual contribution, which is carried out in accordance with the market rules. The foreign investment projects of the participating company comply with the company’s strategic development plan and contribute to the further development of ophthalmic medical business. The investment complies with the provisions of relevant laws and regulations, and there is no unfair situation or damage to the interests of the company. The amount involved in this transaction is small, which will not have a significant impact on the company’s financial situation and operating results, and will not damage the interests of shareholders, especially minority shareholders.

Therefore, it is agreed that the company will submit the above proposal to the fifth meeting of the Fifth Board of directors for deliberation. Mr. Zhou Yonglin, the chairman of the company, as a related person, should avoid voting on this proposal.

Guangzheng Eye Hospital Group Co.Ltd(002524)

(there is no text on this page, which is the signature page of Guangzheng Eye Hospital Group Co.Ltd(002524) independent directors’ prior approval opinions on matters related to the fifth meeting of the Fifth Board of directors) independent directors:

Ge Jian, Yan, Aimin, Zheng Shiqiao

February 25, 2002

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