Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) : prior approval opinions of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) independent directors on relevant matters of the 37th meeting of the ninth board of directors

Guangxi Wuzhou Zhongheng Group Co.Ltd(600252)

Independent directors' opinions on the 37th meeting of the ninth board of directors

Prior approval opinions on relevant matters

In accordance with the rules for independent directors of listed companies, the guidelines for the performance of duties of independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange and the articles of association of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) company, we are independent directors of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) (hereinafter referred to as " Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) " or "the company"), Reviewed the proposal on the expected daily connected transactions in 2022, the proposal on the proposed change of partners and connected transactions of Xiamen lisui investment partnership (limited partnership) and relevant materials considered at the 37th meeting of the ninth board of directors of the company. In accordance with the provisions of relevant laws and regulations and based on our objective and independent judgment, we hereby express our prior approval opinions on the above two proposals, as follows:

1、 Proposal of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on daily connected transactions in 2022;

We believe that the daily related party transactions in 2022 are expected to be necessary for the normal operation of the company and its subsidiaries, and will not affect the independence of the company. The transaction price is priced with reference to the market price, follows the principles of fairness, impartiality and openness, and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders. We agree to submit the proposal to the board of directors of the company for deliberation. When the board of directors of the company deliberates the proposal, the related directors need to avoid voting.

2、 Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on the proposed change of partners and related party transactions of Xiamen lisui investment partnership (limited partnership).

After reviewing the detailed information submitted by the company on the proposed change of partners and related party transactions of Xiamen lisui investment partnership (limited partnership), we believe that the above related party transactions are in line with the company's development strategy, do not harm the interests of the company and other shareholders, especially minority shareholders and non related shareholders, and the transaction price is fair, fair and reasonable. We agree to submit this proposal to the board of directors of the company for deliberation, When the board of directors of the company considers the proposal, the related directors need to withdraw from voting.

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(there is no text on this page, which is only the signature page of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) independent directors' prior approval opinions on matters related to the 37th meeting of the ninth board of directors) independent directors:

Li Zhongjun, Wang Hongliang, Li Junhua

April 15, 2022

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