Pubang Landscape Architecture Co.Ltd(002663)
Prior approval opinions of independent directors on the wholly-owned subsidiary's plan to jointly establish a partnership and related party transactions with related parties
The 33rd meeting of the Fourth Board of directors of the company was held on January 14, 2022. The meeting deliberated the proposal on the establishment of partnership and related party transactions by wholly-owned subsidiaries and related parties. In accordance with the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidance on establishing an independent director system in listed companies, the articles of association and other relevant provisions, as an independent director of the company, we have conducted a prior review on the above related party transactions. We believe that:
1. Guangdong Pubang Ecological Environment Construction Co., Ltd. (hereinafter referred to as "Pubang ecology"), a wholly-owned subsidiary of the company, plans to jointly establish Zhuhai Hengqin Pubang investment partnership (limited partnership) (hereinafter referred to as "Hengqin Pubang") with its related party, Mr. Tu Shanzhong, as a platform for asset management and investment, which is in line with the company's development strategy and strengthens the function of investment and financing, Accelerate the pace of extensive development, realize the company's industrial chain integration and industrial expansion, and promote the healthy and rapid growth of the company, which is in line with the legitimate rights and interests of the company and all shareholders.
2. Mr. Tu Shanzhong is the actual controller and chairman of the company. According to the provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), this transaction constitutes a connected transaction. The board of directors shall consider the matters related to this transaction in accordance with the connected transaction procedures, and the connected directors shall avoid voting when considering relevant proposals. 3. This connected transaction complies with the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the articles of association. The related party transactions involved strictly follow the principles of fairness, impartiality, fairness, voluntariness and integrity, comply with the interests of the company and all shareholders, the procedures are legal and compliant, and the transaction pricing is fair and reasonable. There is no case of using the relationship of related parties to damage the interests of the listed company, no impact on the independence of the listed company, and no behavior and situation infringing the interests of minority shareholders.
In conclusion, we agree to submit the proposal of this connected transaction to the 33rd meeting of the Fourth Board of directors for deliberation.
Pubang Landscape Architecture Co.Ltd(002663) independent director
January 15, 2002
