Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226)
Prior approval opinions of independent directors on matters related to the 18th meeting of the 5th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange issued by the CSRC, as an independent director of Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) (hereinafter referred to as the “company”), after receiving the notice of relevant documents of the 18th meeting of the Fifth Board of directors of the company, he carefully reviewed the relevant proposals of the company, We hereby express our prior approval opinions:
1、 Prior approval opinions on the confirmation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
The daily related party transactions of the company in 2021 and the expected daily related party transactions in 2022 are required by the company’s daily business activities. The related parties have the resources and channel advantages required by the company’s production and operation, and the company will inevitably have business dealings with them in its daily operation. Related party transactions follow the principles of openness, fairness and impartiality. The price of related party transactions is determined through consultation with reference to market pricing. The pricing method is fair and reasonable, and the transaction is conducive to the production and operation of the company. When the board of directors of the company deliberated the proposal, the related directors avoided voting, and the voting procedures were in line with the provisions of laws, regulations and normative documents such as the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association. There was no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, and agreed to submit the proposal to the board of directors of the company for deliberation.
2、 Prior approval opinions on the company’s reappointment of the audit institution in 2022
We consulted the relevant qualification certificates, relevant information and integrity records of Tianjian certified public accountants, communicated with the accountant in charge of the company’s audit business of Tianjian certified public accountants, and believed that the renewal of Tianjian certified public accountants as the company’s audit institution in 2021 followed the principles of fairness, impartiality and openness, and complied with relevant laws and regulations as well as relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. They can be appointed after being deliberated and approved by the board of directors and the general meeting of shareholders. We agree to submit the proposal of employing an audit institution in 2022 to the board of directors of the company for deliberation.
3、 Prior approval opinions on mutual loans and related party transactions between the company and its subsidiaries
The company and its subsidiaries borrow from each other with their own funds, which is conducive to improving the efficiency of fund use. The proposed adjustment of loan interest rate follows the market principle, the financial risk is controllable, and will not damage the interests of the company and minority shareholders. We agree to submit this proposal to the board of directors for deliberation.
4、 Prior approval opinions on loans from related parties and related party transactions of steel bank E-commerce
This transaction constitutes a related party transaction. The financing cost borne by the company’s holding subsidiary gangyin e-commerce meets the market interest rate standard, the interest expense is fair and reasonable, and there is no damage to the interests of the company and all shareholders. Therefore, we agree to submit this proposal to the board of directors for deliberation.
5、 Prior approval opinions on loans and related party transactions from Longzhi fund by steel bank E-commerce
This transaction constitutes a related party transaction. The interest rate and scale adjustment of the company’s holding subsidiary gangyin e-commerce’s loan from Longzhi fund meet the market interest rate standard, the interest cost is fair and reasonable, and there is no damage to the interests of the company and all shareholders. Therefore, we agree to submit this proposal to the board of directors for deliberation.
6、 Prior approval opinions on joint investment and related party transactions with related parties
The joint foreign investment with related parties is in line with the development strategy of the rapid expansion of the company’s industrial data service business and is conducive to improving the company’s comprehensive strength. The transaction pricing follows the principle of voluntariness, equality, fairness and rationality, and there is no damage to the interests of the company and all shareholders. Therefore, we agree to submit this proposal to the board of directors for deliberation.
Independent director: Jin Yuan, Zhou Xu, Du Weiyi April 15, 2022
