Shanghai Haoyuan Chemexpress Co.Ltd(688131) independent directors
On relevant matters considered at the fourth meeting of the third board of directors
Prior approval opinion
Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as "the company") intends to issue shares and pay cash to Wang Yuan (Wang Yuan), Shanghai Yuanmeng enterprise management consulting partnership (limited partnership), Qidong Yuanli enterprise management consulting partnership (limited partnership) and Ningbo Jiusheng innovative pharmaceutical technology Co., Ltd. to purchase 100% equity of YaoYuan pharmaceutical Chemistry (Shanghai) Co., Ltd, At the same time, it plans to issue shares to the controlling shareholder Shanghai Anshu Information Technology Co., Ltd. to raise supporting funds (hereinafter referred to as "this transaction"). In accordance with the measures for the administration of major asset restructuring of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of association and other relevant provisions of the CSRC, we, as independent directors of the company, in the attitude of being responsible to the company and all shareholders, based on independence, objectivity Based on the principle of prudence, we hereby express the following prior approval opinions on the relevant matters to be considered at the fourth meeting of the third board of directors of the company:
We have carefully reviewed the proposals related to this transaction, such as the proposal on the company's issuance of shares and payment of cash to purchase assets and raising supporting funds and related party transactions to be considered by the board of directors.
1. The company's plan for this transaction and the relevant transaction agreement to be signed by the company comply with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents. The plan is reasonable and operable, It conforms to the interests of the company and all shareholders and does not damage the interests of minority shareholders.
2. The assets to be purchased in this transaction will help to improve the company's sustainable profitability and enhance the market anti risk ability. This transaction will further improve the quality of the company's assets, enhance the market competitiveness, be conducive to the sustainable development of the company, comply with the interests of the company and all shareholders, and do not damage the interests of minority shareholders.
3. This transaction of the company constitutes a related party transaction. The board of directors of the company shall apply the approval procedures of related party transactions when considering the proposals related to this transaction, and the related directors shall withdraw according to law when considering the relevant proposals.
We agree to submit the above proposal to the board of directors of the company for deliberation.
It is hereby explained.
Independent director: Gao Yao, Yuan Bin, Zhang Xingxian March 3, 2022
