Zhejiang Founder Motor Co.Ltd(002196) : prior approval opinions of independent directors

Zhejiang Founder Motor Co.Ltd(002196) independent directors

Prior approval opinions on matters related to the 16th meeting of the seventh board of directors in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the articles of association, the company’s independent director system and other relevant provisions of the CSRC, as independent directors of Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as the “company”), we have conducted prior review of the following proposals, The written opinions are as follows:

1、 Prior approval opinions on the proposal of renewing the appointment of accounting firm

After checking the qualification of Grant Thornton Certified Public Accountants (special general partnership), we believe that Grant Thornton certified public accountants has the qualification and ability to serve listed companies and can meet the requirements of the company’s future business development and financial audit. Since acting as the audit institution of the company, the accounting firm has worked seriously and responsibly, and the reports issued can truly and accurately reflect the financial status and operating results of the company. Therefore, we agree to submit the proposal of renewing the appointment of Zhitong Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022 to the 16th meeting of the seventh board of directors for deliberation.

2、 Prior approval opinions on the expected events of related party transactions in 2022

The independent directors of the company conducted a prior review on the expected events of related party transactions in 2022 and issued the following approval opinions:

The daily related party transactions expected to occur between the company and related parties are necessary for the company’s business development and production and operation. We believe that the related transactions belong to the scope of normal business activities, are fairly priced, meet the needs of the company’s business development, and will not have an adverse impact on the company’s financial and operating conditions, damage the interests of the company and minority shareholders, or affect the independence of the company. We agree to the expected matters of the company’s daily connected transactions in 2022 and agree to submit the matter to the 16th meeting of the seventh board of directors for deliberation.

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(there is no text on this page, which is the signature page of Zhejiang Founder Motor Co.Ltd(002196) independent directors’ prior approval opinions on matters related to the 16th meeting of the seventh board of directors)

Signature of independent director:

Xiao Yongmin, Cang Yongtao, Ying Xiaochen

April 14, 2022

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