Wenzhou Yihua Connector Co.Ltd(002897) independent directors’ prior approval opinions
Wenzhou Yihua Connector Co.Ltd(002897)
Opinions of independent directors on matters related to the third meeting of the Fourth Board of directors
Prior approval opinion
Wenzhou Yihua Connector Co.Ltd(002897) (hereinafter referred to as “the company”) the third meeting of the Fourth Board of directors will be held on March 18, 2022. This meeting will consider the proposal on equity transfer and related party transactions of subsidiaries and the proposal on providing guarantee for related parties. In accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the governance of listed companies and other laws and regulations and the articles of association of the company and other relevant provisions of the CSRC, as an independent director of the company, he has conducted pre examination on the above matters, communicated and discussed with the directors and management of the company, and after careful analysis, with a serious, responsible and independent judgment attitude, We hereby express our prior approval opinions on the company’s related party transactions as follows:
1、 Prior approval opinions on the proposal on equity transfer and related party transactions of subsidiaries
We believe that the transfer of 95% equity of the holding subsidiary Hunan Yihua transportation equipment Co., Ltd. (hereinafter referred to as “Hunan Yihua”) from the company to the controlling shareholder Yihua Holding Group Co., Ltd. constitutes a connected transaction. The connected transaction meets the requirements of relevant laws and regulations, conforms to the overall interests of the company, will not adversely affect the company’s business activities, and will not damage the company and all shareholders Especially the interests of minority shareholders. We agree to submit the proposal on equity transfer and related party transactions of subsidiaries to the third meeting of the Fourth Board of directors of the company for deliberation, and the related directors must withdraw from voting.
2、 Prior approval opinions on the proposal of providing guarantee for related parties
We believe that after the company sells 95% of the equity of its holding subsidiary Hunan Yihua, Hunan Yihua will no longer be included in the scope of the company’s consolidated statements. At the same time, as the counterparty Yihua Holding Group Co., Ltd. is the controlling shareholder of the company, due to the above transfer, the company continues to provide guarantee for Hunan Yihua, which will constitute related party guarantee. In order to maintain the continuous and stable financing business of Hunan Yihua, and the relevant guarantee contract and its guaranteed loan contract are still in existence, at the same time, Yihua holding provides counter guarantee to the company for the guarantee of Hunan Yihua until the expiration of the above guarantee period. The related party guarantee complies with the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, and will not have an adverse impact on the company’s business activities, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to submit the proposal on providing guarantee for related parties to the third meeting of the Fourth Board of directors of the company
Prior approval of independent directors
After deliberation, the affiliated directors must withdraw from voting.
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Wenzhou Yihua Connector Co.Ltd(002897) independent directors’ prior approval opinions
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Wang Qi, Shi Xiaoxia, Zheng Jinwei
