Shenzhen Grandland Group Co.Ltd(002482) : independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors of the company

Shenzhen Grandland Group Co.Ltd(002482) independent director

Independent opinions on matters related to the 9th meeting of the 5th board of directors of the company

In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant rules of China Securities Regulatory Commission, as well as the articles of association of Shenzhen Grandland Group Co.Ltd(002482) company (hereinafter referred to as the “articles of association”) As independent directors of Shenzhen Grandland Group Co.Ltd(002482) (hereinafter referred to as “the company”), after carefully reviewing the relevant materials, we express our independent opinions on the proposal on creditor’s rights transfer and related party transactions considered at the ninth meeting of the Fifth Board of directors as follows:

The company transfers the creditor’s rights of commercial acceptance bills issued by Evergrande group and its affiliated companies that are expected to be paid and not due to Guangtian Holding Group Co., Ltd. (hereinafter referred to as “Guangtian holding”), which is conducive to the company’s asset revitalization and further optimization of financial structure, and can effectively improve the company’s risk prevention and control ability and meet the company’s capital turnover needs, In line with the company’s overall development strategy. This transaction constitutes a connected transaction. The specific implementation of the transaction will follow the market-oriented principles of fairness, impartiality and openness, and conduct the transaction according to the relevant contracts signed by both parties. There is no case of using the connected relationship to damage the interests of the company, or the interests of the company and all shareholders, especially the minority shareholders, It will not adversely affect the company’s independence and sustainable operation ability.

The transaction price of this transfer of creditor’s rights follows the principles of fairness and impartiality, with fair pricing and standardized procedures, in line with the provisions of relevant laws and regulations. The deliberation and voting procedures of this related party transaction comply with the relevant provisions of laws and regulations and the articles of Association Shenzhen Grandland Group Co.Ltd(002482) related party transaction decision-making system, and the related directors have fulfilled the obligation of avoiding voting at the board of directors.

Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation. At that time, the related shareholders will avoid voting.

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(there is no text on this page, which is the signature page of Shenzhen Grandland Group Co.Ltd(002482) independent directors’ independent opinions on matters related to the ninth meeting of the Fifth Board of directors of the company) independent directors:

Liu Pingchun, Liu Biao, Cai Qiang

March 4, 2022

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