Shanghai Hongda New Material Co.Ltd(002211) : prior approval opinions of independent directors on relevant proposals of the 18th meeting of the 6th board of directors of the company

Shanghai Hongda New Material Co.Ltd(002211) independent director

Proposal on the 18th meeting of the 6th board of directors of the company

Prior approval of

As an independent director of the 6th board of directors of Shanghai Hongda New Material Co.Ltd(002211) (hereinafter referred to as "the company"), we have reviewed and supervised the relevant proposals to be considered at the 18th meeting of the 6th board of directors of the company. Based on our independent and objective judgment, we hereby express the following prior approval opinions:

1、 Independent opinions on the proposal on the statistics of the company's daily connected transactions in 2021 and the prediction of daily connected transactions in 2022:

The related party transactions and deliberation procedures of the company in 2021 comply with the provisions of laws and regulations, the transaction mode complies with the market rules, and the transaction price is fair and reasonable, which will not affect the independence of the company and is in the interests of the company and all shareholders. The company's estimated daily related party transactions in 2022 are mainly based on the related party transactions actually occurred in 2021 and the business plan in 2022. They are the normal business needs and business transactions of the company. The transaction price is priced with reference to the market price. The relevant estimated amount is a reasonable prediction based on the actual situation, complies with the provisions of relevant laws and regulations, and will not have an adverse impact on the company's financial and operating conditions, There is no situation that damages the interests of the company and shareholders, nor does it affect the independence of the company. We unanimously agree to the proposal and agree to submit it to the board of directors of the company for deliberation.

Independent directors: Gu Qirong, Xu Lianghu

April 28, 2022

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