Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) : independent opinions of independent directors on matters related to the second meeting of the Fourth Board of directors

Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)

Independent directors’ independent opinions on matters related to the second meeting of the Fourth Board of directors are in accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidance for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as As the independent directors of the company, we have made the following opinions on the relevant matters of the independent directors of the company at the second session of the independent directors’ meeting:

1、 Independent opinions on providing guarantee for holding subsidiaries

After deliberation, we believe that the company provides joint and several liability guarantee for the bank comprehensive credit business of the holding subsidiary Zhejiang Xiaolan Smart Technology Co., Ltd., mainly to ensure the normal needs of Xiaolan smart production and operation. This guarantee is the guarantee of the company for the holding subsidiary, which complies with relevant regulations, and its decision-making procedure is legal and effective. We agree with the company’s proposal on providing guarantee for holding subsidiaries, which does not need to be submitted to the general meeting of shareholders for deliberation.

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(there is no text on this page, which is the signature page of the independent opinions of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) independent directors on matters related to the second meeting of the Fourth Board of directors)

Independent director (signature):

Zhang Yaohui, Wu Xiongwei, Jin Xinhua

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