Shandong Hi-Speed Road&Bridge Co.Ltd(000498) independent director
On relevant matters of the 32nd meeting of the 9th board of directors
Prior approval and independent opinion
In accordance with the Listing Rules of Shenzhen Stock Exchange, the rules for independent directors of listed companies and other laws and regulations, normative documents and the relevant provisions of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) articles of Association (hereinafter referred to as the "articles of association"), we are independent directors of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as the "company"), We have obtained and reviewed the proposal on renewing a series of framework agreements on related party transactions and relevant materials from the company in advance. After fully understanding the related party transactions, we agree to submit the proposal to the 32nd meeting of the ninth board of directors for deliberation and based on a realistic attitude, Express the following independent opinions: (I) the content, form, deliberation and decision-making procedures of the related party transaction framework agreement to be signed between the company and Shandong Hi-Speed Company Limited(600350) Group Co., Ltd. comply with the company law, civil code, securities law, Shenzhen Stock Exchange Stock Listing Rules and other laws and regulations, normative documents and relevant provisions of the articles of association, Related directors avoided voting on this related party transaction.
(II) the renewal of the related party transaction framework agreement is due to the needs of the company's daily production and operation, which is conducive to the normal operation of the company's production and operation. The pricing principle is fair and objective, which is in line with the interests of the listed company and all shareholders, and there is no damage to the interests of the listed company and minority shareholders.
To sum up, we agree that the company will renew the related party transaction series framework agreement. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
Independent directors: Guan Qingyou, Wei Shirong, Zhang Hong and Li Fengshou March 7, 2022
