New Hua Du Supercenter Co.Ltd(002264) : independent directors' statement on the independence of the evaluation institution, the rationality of the evaluation assumptions and the fairness of transaction pricing

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

Explanation on the independence of the appraisal institution, the rationality of the appraisal assumptions and the fairness of transaction pricing

In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the measures for the administration of major asset restructuring of listed companies, the rules for independent directors of listed companies 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, as independent directors of the company, we Responsible attitude, having reviewed the above asset appraisal report and other documents related to the transaction, and listened to the relevant instructions of the board of directors of the company on the transaction, the independent opinions on the matters related to the transaction appraisal are as follows:

1. Fujian Huacheng Real Estate Land Assets Appraisal Co., Ltd. is employed as the asset appraisal institution for this transaction. It has professional qualification for appraisal and rich business experience, and is competent for this appraisal. The appraisal institution and its appraisers have no relationship with the company, the target company, the counterparty and its actual controller except business relationship, and there are no actual and expected interests or conflicts that affect its provision of services. The above appraisal institution is independent.

2. The assumption of the appraisal report of the assets to be sold is that it is implemented in accordance with the relevant national laws, regulations and provisions, follows the common practices or standards in the market, conforms to the actual situation of the appraisal object, and the appraisal assumption is reasonable. 3. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal. In the process of appraisal, the appraisal institution has implemented corresponding appraisal procedures, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the subject assets, and the selected reference data and materials are reliable; The appraisal value of assets is fair and accurate. Based on the evaluation results of the underlying assets, the company determines the transaction price of the underlying assets through negotiation between both parties. The transaction price of the underlying assets is fair and reasonable and will not damage the interests of the company and the majority of minority shareholders.

It is hereby explained.

Independent directors: Xu Anxin, Jiang Shuhui February 11, 2002

(there is no text on this page, which is the signature page of New Hua Du Supercenter Co.Ltd(002264) independent director's statement on the independence of the evaluation institution, the rationality of the evaluation assumptions and the fairness of transaction pricing) independent directors:

Xu Anxin, Jiang Shuhui

February 11, 2002

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