Guangdonghectechnologyholdingco.Ltd(600673)
Independent opinions of independent directors on relevant proposals
In accordance with the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the articles of association and other provisions, we are independent directors of Guangdonghectechnologyholdingco.Ltd(600673) (hereinafter referred to as “the company”), In view of the company’s purchase of RMB 14251331 of the registered capital of Guangdong Guangdonghectechnologyholdingco.Ltd(600673) Pharmaceutical Co., Ltd. (hereinafter referred to as “Guangzhou Pharmaceutical”) held by the controlling shareholder Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) Industrial Development Co., Ltd. (hereinafter referred to as “this transaction”), which was considered at the 14th meeting of the 11th board of directors of the company, the independent opinion is issued as follows:
1. This transaction is based on the principle of protecting the interests of listed companies and all shareholders, taking into account the actual development of Guangyao and other factors, enjoying the potential benefits of Guangyao’s future development and listing through equity participation, and thickening the interests of listed companies.
2. The company hired Fujian Lianhe Zhonghe assets appraisal land and Real Estate Appraisal Co., Ltd. (hereinafter referred to as “Lianhe Zhonghe”) to undertake the appraisal of this transaction, and the selection and employment procedures are legal and compliant. As the evaluation institution of this transaction, United Zhonghe has the evaluation qualification certificate issued by relevant departments. Except for this engagement, unzhong and its appraisers have no relationship with the asset owner and relevant parties, and there is no realistic and expected interest relationship or conflict affecting their provision of services. The appraisal institution is independent.
3. The appraisal assumptions and premises of the appraisal report related to this transaction comply with relevant national laws and regulations, follow the common market practices and asset appraisal standards, comply with the actual situation of the appraisal object, and the appraisal assumptions and premises are reasonable.
3. The purpose of this appraisal is to provide a reasonable basis for the valuation of the company’s transaction. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal. The selected appraisal methods are reasonable and appropriate. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date. The appraisal methods are relevant to the appraisal purpose.
4. This appraisal has implemented necessary appraisal procedures and followed the principles of independence, objectivity, scientificity and impartiality. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date. The appraisal methods of various assets are appropriate, and the appraisal results are fair.
5. In this transaction, the lower of the corresponding valuation of the equity of Guangyao held by Yichang Guangdonghectechnologyholdingco.Ltd(600673) Changjiang Pharmaceutical Co., Ltd. in the evaluation report issued by the evaluation institution during the sale of major assets of the company in 2021 and the evaluation result of Guangyao equity issued by the evaluation institution hired this time is taken as the transaction price, and the pricing is fair and reasonable.
6. This transaction complies with the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 5 – transactions and connected transactions. The connected directors avoided voting when deliberating this connected transaction proposal, and the procedures adopted comply with the provisions of relevant laws, regulations and the articles of association. In conclusion, we agree to this transaction and submit the proposal to the general meeting of shareholders for deliberation.
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Independent director: Qin Jiwei
Xie Juan
Fu Hailiang
March 14, 2022
