New Hua Du Supercenter Co.Ltd(002264) : prior approval opinions of independent directors

New Hua Du Supercenter Co.Ltd(002264) independent director

The prior approval opinions on matters related to the 15th (Interim) meeting of the Fifth Board of directors are in accordance with the rules for independent directors of listed companies issued by China Securities Regulatory Commission According to the regulations and documents such as the Listing Rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, as well as the relevant documents such as the New Hua Du Supercenter Co.Ltd(002264) articles of association and New Hua Du Supercenter Co.Ltd(002264) independent director system, independent directors Xu Anxin and Jiang Shuhui are independent directors of New Hua Du Supercenter Co.Ltd(002264) (hereinafter referred to as the "company"), Adhering to the principles of seeking truth from facts, objectivity and impartiality, and after reviewing relevant materials, the company issued the following prior approval opinions on relevant matters considered at the 15th (Interim) meeting of the Fifth Board of directors:

1、 Prior approval opinions on the sale of major assets and related party transactions of the company

1. We recognize the relevant contents of the report on New Hua Du Supercenter Co.Ltd(002264) major asset sale and related party transactions (Draft), and agree to submit the relevant proposals of this transaction to the board of directors of the company for deliberation.

2. The sale of major assets of the company constitutes a major asset reorganization and a related party transaction. 3. The transaction plan is reasonable and feasible, and there is no situation that damages the interests of the listed company and its investors. The legal procedures for this transaction are complete and compliant, and the legal documents submitted are valid.

4. Through this major asset sale, the company will focus on Internet marketing business, which is conducive to further optimizing resource allocation and improving asset quality, so as to steadily expand business scale and improve sustainable profitability. We agree to submit this matter to the board of directors of the company for deliberation, and the related directors shall perform the withdrawal voting procedure. 2、 Prior approval opinions on related party transactions formed after the sale of major assets

As an independent director of the company, we have conducted pre audit on the above related party transactions of the company, and we agree to submit the above related party transactions to the board of directors for deliberation. The review procedures of the above related party transactions shall comply with the provisions of relevant laws, regulations and normative documents.

Independent directors: Jiang Shuhui, Xu Anxin

February 11, 2022

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