Zhongyin Babi Food Co.Ltd(605338) : prior approval opinions of independent directors on matters related to the 14th meeting of the second board of directors

Zhongyin Babi Food Co.Ltd(605338) independent directors

Prior approval opinions on matters related to the 14th meeting of the second board of directors

In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies and other relevant laws and regulations, normative documents and the Zhongyin Babi Food Co.Ltd(605338) articles of Association (hereinafter referred to as the “articles of association”), we, as independent directors of Zhongyin Babi Food Co.Ltd(605338) (hereinafter referred to as the “company”), based on the principle of prudence and independent judgment, Give the following prior approval opinions on the relevant matters considered at the 14th meeting of the second board of directors of the company:

1、 Prior approval opinions on the proposal on estimated daily connected transactions in 2022

1. The company expects that the daily related party transactions in 2022 are for normal business needs, conducive to the company’s production and operation, and belong to normal transactions; The transaction pricing is based on the price of similar transactions between the company and non related parties, fair, fair and reasonable, in line with the market-oriented principle of mutual benefit, and in line with the actual situation and interests of the company; The amount of related party transactions is small, and the company does not rely on related parties due to the above related party transactions. The above transactions did not damage the legitimate rights and interests of all shareholders, especially minority shareholders.

2. We unanimously agree to submit the proposal on the expected daily connected transactions in 2022 to the 14th meeting of the second board of directors for deliberation.

2、 Prior approval opinions on the proposal on renewing the employment of the company’s financial audit institution and internal control audit institution in 2022

1. Rongcheng Certified Public Accountants (special general partnership) to be employed by the company is a large professional audit intermediary service organization. In the audit process, it can follow the independent, objective and fair professional standards and show a high professional level. It can provide the company with services related to financial audit and internal control audit in 2022 without damaging the legitimate rights and interests of all shareholders and investors.

2. We unanimously agree to submit the proposal of renewing Rongcheng Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution of the company in 2022 to the 14th meeting of the second board of directors for deliberation.

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(there is no text on this page, which is the signature page of Zhongyin Babi Food Co.Ltd(605338) independent director’s prior approval opinions on matters related to the 14th meeting of the second board of directors) independent director (signature):

Yao Lushi

(there is no text on this page, which is the signature page of Zhongyin Babi Food Co.Ltd(605338) independent director’s prior approval opinions on matters related to the 14th meeting of the second board of directors) independent director (signature):

Chen Xiaoman

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(there is no text on this page, which is the signature page of Zhongyin Babi Food Co.Ltd(605338) independent director’s prior approval opinions on matters related to the 14th meeting of the second board of directors) independent director (signature):

Sun Xiaoxia

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