Prior approval and independent opinions of independent directors on relevant matters of the 44th session of the 8th board of directors of the company
Jiangsu Eastern Shenghong Co.Ltd(000301) independent director
Prior approval and independent opinions on relevant matters of the 44th session of the 8th board of directors of the company
As an independent director of Jiangsu Eastern Shenghong Co.Ltd(000301) company (hereinafter referred to as the “company”) in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the Jiangsu Eastern Shenghong Co.Ltd(000301) articles of association, the Jiangsu Eastern Shenghong Co.Ltd(000301) independent director system and other relevant provisions, Based on the standpoint of seeking truth from facts and independent judgment, in line with the principle of being responsible to the company and all shareholders of the company, and with a scientific and rigorous working attitude, we have carefully verified the matters considered at the 44th meeting of the eighth board of directors of the company. Now we express our prior approval opinions and independent opinions as follows:
1、 Prior approval opinion
The company has provided the independent directors with relevant information on the matters to be considered by the board of directors in advance. Before the meeting, we carefully checked the company’s confirmed daily connected transactions in 2021 and the expected daily connected transactions in 2022, conducted necessary communication, and agreed to submit the proposal to the 44th meeting of the eighth board of directors for consideration.
2、 Independent opinion
(I) the convening and convening of this meeting and the deliberation and voting procedures of relevant proposals comply with the provisions of relevant laws, administrative regulations and the articles of association.
(II) matters concerning the nomination of candidates for independent directors of the company
After reviewing the personal resume of the nominated independent director candidate Mr. Xu Jinye and other relevant materials that help to make judgment, we believe that Mr. Xu Jinye has relevant professional knowledge and decision-making ability, and his educational background, work experience and physical condition are competent for the responsibilities of independent directors; Comply with the requirements of relevant laws, administrative regulations, departmental rules, normative documents and the business rules of Shenzhen Stock Exchange on the qualification and independence of independent directors, and have not found any circumstances in which they are not allowed to serve as directors of the company as stipulated in the company law, or those who are prohibited from entering the market by the CSRC and relevant regulations, and the prohibition has not been lifted, It does not belong to the dishonest person to be executed. The nomination procedure of independent director candidates this time complies with the provisions of the company law, the articles of association and relevant systems, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
We agree to nominate Mr. Xu Jinye as an independent director candidate of the eighth board of directors of the company and submit it to the company
Prior approval and independent opinions of independent directors on relevant matters of the 44th session of the 8th board of directors of the company
Election at the shareholders’ meeting.
(III) confirmation of daily related party transactions in 2021 and expected daily related party transactions in 2022
We believe that the daily related party transactions between the company and related parties are conducted in accordance with the principle of “voluntariness, fairness, equality and mutual benefit, honesty and credibility”, and the transaction price is fair; The related party transaction will help the company reduce production costs and improve operating performance, will not affect the independence of the company, and the company will not rely on related parties; The deliberation procedures of the board of directors of the company comply with relevant regulations. The related directors avoid voting on the proposal, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
We agree to confirm the daily related party transactions in 2021 and the expected daily related party transactions in 2022, and submit them to the general meeting of shareholders for deliberation.
(IV) on the difference between the actual amount and the estimated amount of daily connected transactions in 2021
We believe that the daily related party transactions of the company in 2021 are priced according to the market principle, fair and reasonable, in line with the actual production and operation of the company, reasonable, without damaging the interests of the company and all shareholders, especially minority shareholders, and will not have a significant impact on the current and future financial status and operating results of the company, Nor did it affect the independence of the company.
Independent directors: Zhang Xiangjian, Zhang songxun, Yuan Jianxin March 1, 2022
