New Hua Du Supercenter Co.Ltd(002264) independent director
Independent opinions on matters related to the 15th (Interim) meeting of the Fifth Board of directors
In accordance with the rules for independent directors of listed companies, the governance standards for listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the New Hua Du Supercenter Co.Ltd(002264) articles of association and New Hua Du Supercenter Co.Ltd(002264) independent director system, As an independent director of New Hua Du Supercenter Co.Ltd(002264) (hereinafter referred to as “the company”), after careful review of relevant materials, we express independent opinions on relevant matters considered at the 15th (Interim) meeting of the Fifth Board of directors as follows: I. independent opinions on major asset sales and related party transactions of the company
(I) with regard to the decision-making procedures of this transaction, we have carefully reviewed the relevant materials provided by the board of directors before the meeting of the board of directors, and conducted necessary communication for the relevant materials on the premise of fully understanding the background information of the company’s transaction. The relevant matters considered by the board of directors have been approved in advance. New Hua Du Supercenter Co.Ltd(002264) the group is the controlling shareholder of the company, and this transaction constitutes a connected transaction. The report on sale of New Hua Du Supercenter Co.Ltd(002264) major assets and related party transactions (Draft) and other relevant proposals of the company on this transaction have been submitted to the 15th (Interim) meeting of the Fifth Board of directors of the company for deliberation and approval. To sum up, the convening and voting procedures of the board of directors of the company to review this transaction comply with the provisions of relevant laws, regulations and the articles of association. (II) about the transaction plan
1. This transaction plan complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, other relevant laws and regulations and the relevant provisions of the CSRC. A practical and feasible plan will not damage the interests of minority shareholders.
2. 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. 3. The report on the sale of New Hua Du Supercenter Co.Ltd(002264) major assets and related party transactions (Draft) involved in this exchange and the conditional effective agreement on the sale of major assets signed by the company and the counterparty comply with relevant laws, regulations and relevant regulatory provisions of the CSRC. This transaction scheme is feasible and operable. There is no situation that damages the interests of the company and public shareholders.
4. This transaction is based on the evaluation value of the evaluation report issued by the asset evaluation agency hired by the company. The final transaction price is determined through negotiation between the two parties. The pricing of the underlying asset is fair and reasonable and will not damage the interests of the company and its shareholders, especially the minority shareholders. We believe that:
(1) In addition to business relationship, the appraisal institution and its appraiser who issued the appraisal report for the company’s transaction have no other related relationship with the listed company, the counterparty and the subject matter of the transaction, and there are no actual and expected interests or conflicts. The appraisal institution is independent.
(2) The assumptions and restrictions set by the appraisal institution and its appraisers are implemented in accordance with relevant national laws and regulations, follow the general management or standards of the market, and conform to the actual situation of the appraisal object. The assumptions are reasonable.
(3) The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal; In accordance with the requirements of relevant national laws and regulations and industry norms, following the principles of independence, objectivity, impartiality and science, and in accordance with the recognized asset appraisal methods, the appraisal institution has implemented the necessary appraisal procedures to evaluate the market value of the subject company on the benchmark date. The selected appraisal methods are reasonable and relevant to the purpose of this appraisal.
(4) The transaction price of the subject assets involved in this transaction is determined on the basis of negotiation between both parties with reference to the appraisal value of the subject assets issued by the appraisal institution as of the benchmark date. The transaction price of the underlying assets is fair and does not harm the interests of the company and its shareholders.
5. In accordance with the relevant provisions of the guidance on matters related to initial public offering, refinancing and dilution of immediate return in major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), the directors and senior managers of the company made a commitment that the immediate return filling measures can be effectively fulfilled in respect of the company’s major asset restructuring. We believe that the commitment of the directors and senior managers of the company on the dilutive immediate return filling measures for this major asset restructuring is in line with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GF [2013] No. 110) Several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement of China Securities Regulatory Commission [2015] No. 31) and other relevant laws, regulations and normative documents issued by the CSRC, In line with the interests of the company and shareholders. 6. The procedures to be performed in this transaction include but are not limited to:
(1) Obtain the deliberation and approval of the general meeting of shareholders of the company;
(2) Other approvals or approvals that may be involved.
To sum up, 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, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the public shareholders of the company. Agree with the general arrangement made by the board of directors on this exchange.
Independent directors: Xu Anxin, Jiang Shuhui February 11, 2022
