Independent opinions of independent directors on relevant matters of the company
In accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the articles of association, the working system of independent directors and other relevant laws, regulations and normative documents, we are the independent directors of Julong Co.Ltd(300202) (hereinafter referred to as the "company"), After careful review and full discussion, the following opinions are expressed on the solutions and related party transactions of the controlling shareholders and actual controllers for the company's illegal guarantee and capital occupation:
This transaction is to solve the problem of illegal guarantee and capital occupation of the company by the controlling shareholders and actual controllers, help to maintain the healthy development of the company and effectively safeguard the interests of the company and all shareholders, especially minority shareholders.
According to the assets appraisal report of the subject company (yzpbz [2021] No. 329) issued by Liaoning Yuanzheng Assets Appraisal Co., Ltd. with August 31, 2021 as the appraisal base date, the equity value of the subject company appraised by the income method is RMB 333120000.00 (in words: RMB 333 million one hundred and twenty thousand only). According to the asset appraisal report of the real estate leasing right appraisal project (Tongzhi Xinde pingbao Zi (2021) No. 020068) issued by Tongzhi Xinde (Beijing) Asset Appraisal Co., Ltd., it is confirmed that the appraisal value of the real estate leasing right of the above two villas is 10455200 yuan (in words: RMB ten million four hundred and fifty five thousand two hundred only). As of the date of this announcement, the capital occupation and illegal guarantee principal and interest of the controlling shareholder and actual controller amounted to 275113789.54 yuan. If the related party transaction is successfully implemented, the balance of illegal guarantee and fund occupation of the company is 0 yuan.
The deliberation and voting procedures of the board of directors comply with the provisions of the company law, the articles of association and relevant normative documents. At the same time, according to the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies (zjf [2003] No. 56), the compensation scheme of the controlling shareholders and actual controllers of listed companies must be reviewed and approved by the general meeting of shareholders. Therefore, this transaction needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related party shareholders avoid voting.
In conclusion, after full discussion, we believe that the related party transaction does not harm the interests of other shareholders of the company, especially minority shareholders and non related shareholders, and we agree to the related party transaction.
Independent directors: Ma Guoqiang, Wang Zhenshan, Liu Xiaojing December 29, 2001
