Annex 2:
Vcanbio Cell & Gene Engineering Corp.Ltd(600645)
Independent opinions of independent directors on related party transactions
In accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant provisions of the CSRC, as an independent director of the company, based on independent judgment, The independent opinions on the proposal on capital increase of Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd. and related party transactions deliberated and adopted at the 13th interim meeting of the 10th board of directors are as follows:
1. The company cooperates with the related party Shanghai Yanli Biotechnology Co., Ltd. to jointly increase the capital of Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd. with the help of the related party’s resource advantages in Shanghai and East China, it will help to further expand the market space of the company’s cell storage and other businesses in Shanghai and East China, which is conducive to the long-term development of the company.
2. The capital increase Party Shanghai Yanli Biotechnology Co., Ltd. is an enterprise controlled by Ms. Chen Chunmei, the actual controller of the company. According to the stock listing rules of Shanghai Stock Exchange, the capital increase will constitute joint investment with related parties. The voting procedures for this related party transaction were legal and compliant, and the related directors avoided voting on this proposal at the board of directors, which was in line with the provisions of relevant laws, regulations and the articles of association.
In view of this, we believe that the above related party transactions do not harm the interests of minority shareholders, and agree to the above related party transactions.
independent director:
Chen Min, Pei duanqing
Hou Xinyi
January 19, 2002
