Ningbo Sanxing Medical Electric Co.Ltd(601567) : prior approval opinions of independent directors on related party transactions of the company

Ningbo Sanxing Medical Electric Co.Ltd(601567)

Prior approval opinions of independent directors on related party transactions of the company

In accordance with the relevant provisions of the code for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the Ningbo Sanxing Medical Electric Co.Ltd(601567) articles of association and the detailed rules for the work of Ningbo Sanxing Medical Electric Co.Ltd(601567) independent directors, as independent directors of the company, we express the following prior approval opinions on the relevant proposals of the 23rd Meeting of the 5th board of directors of the company:

1、 Proposal on the acquisition of 100% equity and related party transactions of Nanjing Mingzhou rehabilitation hospital Co., Ltd

The equity transfer price is determined based on the evaluation results of the underlying assets, and the pricing is fair and reasonable. We believe that this connected transaction follows the principles of fairness and reasonableness and complies with the relevant provisions of the company law, the securities law, the listing rules and the articles of association. This connected transaction does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. We unanimously agree to submit this connected transaction to the 23rd Meeting of the Fifth Board of directors of the company for deliberation.

2、 Proposal on the acquisition of 100% equity and related party transactions of Wuhan Mingzhou rehabilitation hospital Co., Ltd

The equity transfer price is determined based on the evaluation results of the underlying assets, and the pricing is fair and reasonable. We believe that this connected transaction follows the principles of fairness and reasonableness and complies with the relevant provisions of the company law, the securities law, the listing rules and the articles of association. This connected transaction does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. We unanimously agree to submit this connected transaction to the 23rd Meeting of the Fifth Board of directors of the company for deliberation.

3、 Proposal on the acquisition of 100% equity and related party transactions of Changsha Mingzhou rehabilitation hospital Co., Ltd

The equity transfer price is determined based on the evaluation results of the underlying assets, and the pricing is fair and reasonable. We believe that this connected transaction follows the principles of fairness and reasonableness and complies with the relevant provisions of the company law, the securities law, the listing rules and the articles of association. This connected transaction does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. We unanimously agree to submit this connected transaction to the 23rd Meeting of the Fifth Board of directors of the company for deliberation.

4、 Proposal on the acquisition of 100% equity and related party transactions of Changzhou Mingzhou rehabilitation hospital Co., Ltd

The equity transfer price is determined based on the evaluation results of the underlying assets, and the pricing is fair and reasonable. We believe that this connected transaction follows the principles of fairness and reasonableness and complies with the relevant provisions of the company law, the securities law, the listing rules and the articles of association. This connected transaction does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. We unanimously agree to submit this connected transaction to the 23rd Meeting of the Fifth Board of directors of the company for deliberation.

5、 Proposal on the acquisition of 100% equity and related party transactions of Ningbo Beilun Mingzhou rehabilitation hospital Co., Ltd. the equity transfer price is determined based on the evaluation results of the underlying assets, and the pricing is fair and reasonable. We believe that this connected transaction follows the principles of fairness and reasonableness and complies with the relevant provisions of the company law, the securities law, the listing rules and the articles of association. This connected transaction does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. We unanimously agree to submit this connected transaction to the 23rd Meeting of the Fifth Board of directors of the company for deliberation.

Independent directors: Wang Xihong, Duan Yichao, Yang Huajun

March 23, 2022

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