Chengdu Xinzhu Road&Bridge Machinery Co.Ltd(002480)
Independent opinions of independent directors on matters considered at the 18th meeting of the seventh board of directors
As an independent director of Chengdu Xinzhu Road&Bridge Machinery Co.Ltd(002480) (hereinafter referred to as “the company”), based on independent judgment, prudence and Responsible attitude. After careful review of relevant materials, we express the following independent opinions on the proposal on the proposed replacement of investment in Chengdu bus with 18.48% equity of tonggong automobile held by the company and the proposal on the resignation of directors and by election of directors, which were deliberated and adopted at the 18th meeting of the seventh board of directors:
1、 Independent opinions on related party transactions
We have reviewed the audit and evaluation reports involved in this transaction and carefully analyzed the impact of this transaction on the company and shareholders. We believe that the pricing basis of this related party transaction is reasonable and there is no damage to the interests of the company and shareholders. The voting procedures of the board of directors on this related party transaction comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of association. The related directors comply with the avoidance voting system, and we have no objection to this related party transaction.
2、 Independent opinions on by election of directors
(I) the nomination procedure of candidates for non independent directors in this by election complies with relevant laws and regulations and the articles of association. This nomination has been approved by the nominees themselves. (II) after reviewing the resumes of the candidates, we believe that the qualifications of the candidates for non independent directors meet the requirements of serving as directors of listed companies and are competent for the duties of the positions they are employed. (III) agree to submit the list of candidates for non independent directors to the first extraordinary general meeting of shareholders in 2022. (signature page continued below)
(there is no text on this page, which is the signature page of independent directors’ independent opinions on the matters considered at the 18th meeting of the seventh board of directors)
Signature of independent director:
Luo Minjiang Tao Luo Zhe
January 26, 2022
