Hainan Drinda Automotive Trim Co.Ltd(002865) : prior approval opinions of independent directors on matters related to the 10th meeting of the Fourth Board of directors

Hainan Drinda Automotive Trim Co.Ltd(002865)

Opinions of independent directors on matters related to the 10th meeting of the 4th board of directors

Prior approval opinion

As an independent director of Hainan Drinda Automotive Trim Co.Ltd(002865) (hereinafter referred to as the "company"), we have conducted a pre review on the relevant matters of the 10th meeting of the Fourth Board of directors of the company in accordance with the rules for independent directors of listed companies, the articles of association and other relevant provisions, and expressed the following opinions:

1、 Prior approval opinions on signing the supplementary agreement to the custody agreement and related party transactions

After verification, this custody constitutes a connected transaction; This trusteeship can avoid horizontal competition; The custody fee is determined by both parties through negotiation. The transaction price is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders. We agree to submit the above matters to the board of directors for deliberation, and the related directors shall perform the withdrawal voting procedure.

2、 Prior approval opinions on daily operating related party transactions in 2022

According to the needs of daily business activities in 2022, the company has estimated the daily related party transactions in that year. The expected related party transactions are all due to normal business transactions with related parties in the process of production and operation, which is conducive to the company's expansion of business and increase of business income in the current period; The transactions between the company and Chongqing Senmai and Suzhou Xinzhongda are daily related party transactions during the business transition period after equity transfer. With the change of supplier qualification to the company or the company's holding subsidiary, they will gradually decrease in the future.

The pricing principle of related party transactions is objective and fair. Under the condition of effective management control and full disclosure, there is no damage to the interests of the company and minority shareholders, and there are no problems affecting the independence and standardized operation of the company. Therefore, we agree to the above daily related party transactions and submit the proposal to the board of directors of the company for deliberation, and the related directors shall perform the avoidance voting procedure.

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(there is no text on this page, which is the signature and seal page of Hainan Drinda Automotive Trim Co.Ltd(002865) independent directors' prior approval opinions on matters related to the 10th meeting of the Fourth Board of directors) signature of independent directors:

Zhao hang

Le Hongwei

Yang Youjun

Hainan Drinda Automotive Trim Co.Ltd(002865) January 10, 2022

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