On December 20, 2023, the Company held the seventh meeting of the fourth Board of Directors and the sixth meeting of the fourth Board of Supervisors, respectively deliberating and passing the "Motion on the Forecast of the Company's Daily Affiliated Transactions in 2024", and the total expected amount of this daily affiliated transactions is 331.23 million yuan. The directors and supervisors who attended the meeting unanimously agreed to the motion, and the related directors Shangguan Wenlong and Qu Chenghong avoided voting, and the review procedure complied with the provisions of relevant laws and regulations.
This transaction involves RMB 331.23 million. According to the Rules for Listing Stocks on the Science and Technology Board of Shanghai Stock Exchange, the Articles of Association and other relevant provisions, the proposed routine transaction for 2024 has yet to be submitted to the shareholders' meeting of the Company for deliberation. Associated shareholders are required to recuse themselves from voting.
- Written review opinions of the Audit Committee of the Board of Directors
The Audit Committee of the Board of Directors of the Company reviewed and passed the Motion on the Forecast of the Company's Daily Related Party Transactions in 2024 and formed a written review opinion on the motion: The Company's expected daily affiliated transactions with affiliates in 2024 conform to the principles of openness, fairness and justice, and the transaction price follows the principle of fair pricing, which meets the needs of the Company's daily production and operation business, and will not harm the interests of the Company and its shareholders, especially minority shareholders, and the Company will not have a greater dependence on the affiliated parties due to such affiliated transactions.
- The independent directors of the Company have issued prior approved opinions and explicitly agreed independent opinions on the above matters, as follows:
(1) The independent director approves the opinion in advance
We believe that: The Company's forecast of daily connected transactions in 2024 is in line with the provisions of relevant laws, regulations and normative documents, meets the needs of the company's operation and development, and follows the principles of fairness, justice, voluntariness and good faith, and does not harm the interests of the Company or shareholders, especially the interests of minority shareholders. We express our prior approval of the relevant matters of the "Motion on the Forecast of the Company's Daily Connected Party Transactions in 2024" and agree to submit the motion to the Board of Directors of the Company for consideration.
(2) Independent opinions of independent directors
We believe that the expected events of the Company's daily affiliated transactions in 2024 are necessary for the company's normal operation and management, and the affiliated transactions follow the principles of fairness, justice and rationality. The pricing of the affiliated transactions is fair, and there is no situation that harms the interests of the Company and all shareholders, especially the interests of minority shareholders. The voting procedure for the review of the expected matters of the Company's daily connected transactions for 2024 is lawful and valid, and complies with the requirements of the China Securities Regulatory Commission and other regulatory authorities, as well as relevant laws and regulations and the provisions of the Company's Administrative Measures for Connected Transactions.
In summary, we agree to the Motion Regarding the Company's Projected Daily Connected Party Transactions for 2024 and agree to submit the motion to the Company's General Meeting of shareholders for consideration.
