Wuhan Tianyu Information Industry Co.Ltd(300205)
Independent opinions of independent directors on matters related to the fifth meeting of the eighth board of directors
According to the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the articles of association of the company, the working system of independent directors and the management system of connected transactions of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as the “company”) of the CSRC As an independent director of the company, after reviewing relevant materials, we express the following independent opinions on relevant matters considered at the fifth meeting of the eighth board of directors of the company:
1. This transaction is in line with the company’s strategic development plan, conducive to further integrating resources, optimizing asset structure and improving asset quality. The transaction price is fair and reasonable, and there is no damage to the interests of the company and all shareholders, especially minority shareholders.
2. The underlying assets involved in this transaction have been audited and evaluated by audit institutions and asset evaluation institutions with securities and futures qualifications, and have issued relevant audit reports and asset evaluation reports. This transaction appraisal adopts the market method and asset-based method to evaluate the target company, and finally adopts the market method as the final appraisal conclusion. The price of this transaction is determined through negotiation by all parties to the transaction according to the results of the above evaluation report. The pricing of this transaction is fair and reasonable, in line with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and minority shareholders. 3. During the deliberation of this matter, the related directors have avoided voting, the deliberation procedures of the board of directors comply with the provisions of laws and regulations and the articles of association, and the voting results are legal and effective.
In conclusion, we unanimously agree to the proposal on selling the equity and related party transactions of Wuhan Tianyu Education Technology Co., Ltd. and submit the proposal to the general meeting of shareholders of the company for deliberation.
Independent director: Zou Zhuoyu, Ouyang Lihua, sun Chenzhong December 14, 2001
