China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) : independent opinions of independent directors on matters related to the third interim meeting of the third board of directors in 2022

Securities code: 001979 securities abbreviation: China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979)

Independent opinions of independent directors on matters related to the third interim meeting of the third board of directors in 2022

As an independent director of China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) (hereinafter referred to as “the company”), we express independent opinions on the following matters considered at the third interim meeting of the third board of directors in 2022 in accordance with the relevant provisions of the standards for the governance of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association:

1、 Proposal on subsidiary providing guarantee for China Merchants Puhai

Guangzhou merchants Real Estate Co., Ltd., the holding subsidiary of the company, provides joint and several liability guarantee for the loan applied by Foshan merchants Puhai Real Estate Development Co., Ltd. to Foshan branch of Guangdong Nanyue Bank Co., Ltd. according to its shareholding ratio, and the guarantee risk is controllable, which is conducive to promoting its business development; The review procedures of relevant matters are legal and compliant, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. The independent directors agree that Guangzhou merchants Real Estate Co., Ltd. provides guarantee for merchants Puhai.

2、 Proposal on the guarantee provided by the subsidiary for China Merchants Shangxian

Guangzhou merchants Real Estate Co., Ltd., the holding subsidiary of the company, provides joint and several liability guarantee for the loan applied by Foshan merchants Shangxian Real Estate Development Co., Ltd. to Luocun sub branch of Guangdong Nanhai Rural Commercial Bank Co., Ltd. according to its shareholding ratio, and the guarantee risk is controllable, which is conducive to promoting its operation and development; The review procedures of relevant matters are legal and compliant, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. The independent directors agree that Guangzhou merchants Real Estate Co., Ltd. provides guarantee for merchants Shangxian.

3、 Proposal on providing guarantee for Zhuhai Yongjing

The company provides joint and several liability guarantee for the letter of guarantee applied by Zhuhai yongjinghuayue Real Estate Co., Ltd. to Zhuhai Agricultural Financing Guarantee Co., Ltd. according to its equity ratio, and the guarantee risk is controllable, which is conducive to promoting its business development; The review procedures of relevant matters are legal and compliant, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. The independent directors agree that the company will provide guarantee for Zhuhai Yongjing.

independent director:

Qu Wenzhou, Cai Yuanqing, Kong Ying

February 23, 2002

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