Shanghai Zhongyida Co.Ltd(600610) independent director
Prior approval opinions on matters related to the ninth meeting of the eighth board of directors Shanghai Zhongyida Co.Ltd(600610) (hereinafter referred to as “the company”) intends to purchase 100% equity of Wengfu (Group) Co., Ltd. by issuing A-Shares and raise supporting funds and related party transactions (hereinafter referred to as “the transaction”).
As an independent director of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”) Provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, measures for the administration of securities issuance of listed companies (hereinafter referred to as “measures for the administration of issuance”), guiding opinions on the establishment of independent director system in listed companies In accordance with the provisions of relevant laws, regulations, rules and regulations such as the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) and the articles of association of Shanghai Zhongyida Co.Ltd(600610) (hereinafter referred to as the “articles of association”), with a serious and responsible attitude and based on an independent, prudent and objective position, We have reviewed the materials of the 9th meeting of the 8th board of directors in advance and issued the following prior approval opinions on relevant matters:
1. Matters concerning the approval of the extended audit report and the audit report for reference of this transaction
According to the reorganization management measures and relevant normative documents, in view of the adjustment of the audit base date of the financial report of this transaction to September 30, 2021, the audit institution Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”) hired by the company in line with the requirements of the securities law conducted an extended audit on the subject company, It also issued the three-year audit report of Wengfu (Group) Co., Ltd. (Tian Zhi Ye Zi [2021] No. 46609) and the special audit report on Shanghai Zhongyida Co.Ltd(600610) consolidated financial statements for the nine months ended September 30, 2021 and 2020 (Tian Zhi Ye Zi [2021] No. 46609-7). We agree with the above relevant audit report and the special audit report on the consolidated financial statements for reference.
2. Matters concerning the report on Shanghai Zhongyida Co.Ltd(600610) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) and its summary
The report on Shanghai Zhongyida Co.Ltd(600610) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) (hereinafter referred to as “restructuring report (Draft) (Revised)”) and its summary are true, accurate and complete. The company has prepared the latest audit report and reference audit report issued by Tianzhi international, The reorganization report and its summary of this transaction prepared in the early stage have been revised and updated, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree with the relevant contents of the reorganization report (Draft) (Revised) and its summary.
3. Matters concerning the subsidiary’s application to China Construction Bank Corporation(601939) (hereinafter referred to as ” China Construction Bank Corporation(601939) “) for credit line and related party transactions
The credit line applied by Chifeng Ruiyang, a subsidiary, to China Construction Bank Corporation(601939) is the demand for working capital, which is conducive to the development of the company’s production and operation. The pricing of this related party transaction will follow the principles of fairness, impartiality and openness, and fairly determine the interest rate of this loan, without damaging the rights and interests of the company and all shareholders, especially minority shareholders.
4. Matters concerning the change of accounting firm in 2021
Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”) is a professional audit institution qualified to engage in Securities and futures related businesses. It has the experience and ability to provide audit services for listed companies and can meet the annual audit requirements of the company, There is no violation of the independence requirements of the code of professional ethics for Chinese certified public accountants. Hiring Tianzhi international is in the interests of the company and all shareholders.
Based on the above, we agree to submit the above proposal to the 9th meeting of the 8th board of directors for deliberation. (no text below)
(there is no text on this page, which is the signature page of Shanghai Zhongyida Co.Ltd(600610) independent directors’ prior approval opinions on matters related to the ninth meeting of the eighth board of directors) signature of independent directors:
Huang Feng, Peng Zhengchang
Shanghai Zhongyida Co.Ltd(600610) December 29, 2021
