Jiangxi Zhengbang Technology Co.Ltd(002157)
Independent directors’ opinions on the 34th meeting of the 6th board of directors of the company
Prior approval opinions on related party transactions
In accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the guiding opinions on the establishment of an independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of public shares, the rules for the listing of shares of Shenzhen stock exchange and the articles of association, As an independent director of Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as “the company”), after checking the relevant materials submitted by the company, we express the following prior approval opinions on the related party transactions to be submitted to the 34th meeting of the sixth board of directors for deliberation:
1、 Borrowings and related party transactions from controlling shareholders and persons acting in concert of the company
The company’s borrowings and related party transactions from the controlling shareholder Zhengbang Group Co., Ltd. and its concerted actor Jiangxi Yonglian agricultural Holding Co., Ltd. the company submitted relevant materials to us in advance, and we conducted a prior review, It is agreed that the company will submit the proposal on loans and related party transactions from controlling shareholders and persons acting in concert in 2022 to the 34th meeting of the sixth board of directors for deliberation. This connected transaction is in line with the actual situation of the company, and the purpose is to meet the short-term and temporary needs of replenishing the working capital required by the company’s operation and repaying bank loans. Meanwhile, the loan interest rate is the benchmark interest rate of bank loans in the same period, and the pricing is fair and reasonable. The transaction follows the principles of objectivity, fairness and fairness, conforms to the fundamental interests of the company, and does not damage the interests of the company and all non affiliated shareholders of the company, especially the minority shareholders. Mr. Lin Feng, an affiliated director of the company, needs to avoid voting on this proposal.
2、 Expected events of daily connected transactions in 2022
For the daily connected transactions planned to occur in 2022, the company submitted relevant materials to us in advance, and we conducted a pre review. According to our verification, the daily related party transactions expected to occur in 2022 belong to normal commercial transactions, and the transactions follow the principles of objectivity, fairness and fairness. The transaction pricing principle is that if there is national pricing, the national pricing shall be implemented, and if there is no national pricing, the market price shall be implemented. The pricing is fair and reasonable, which is in line with the fundamental interests of the company, It does not harm the interests of the company and all non affiliated shareholders, especially minority shareholders. We agree to submit this proposal to the 34th meeting of the 6th board of directors for deliberation. At the same time, Mr. Lin Feng and Mr. Cheng fangui, affiliated directors, shall perform the avoidance voting procedure. (no text below)
This page is the signature page of independent directors’ prior approval opinions on related party transactions at the 34th meeting of the sixth board of directors of the company: Independent Directors:
Huang Xinjian, Li Hanguo
December 24, 2001
