Guangzhou Lingnan Group Holdings Company Limited(000524) : prior approval opinions of independent directors on the prediction of daily connected transactions in 2022

Prior approval opinions of independent directors on the prediction of daily connected transactions in 2022 Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as “the company”) plans to submit the proposal on the prediction of daily connected transactions in 2022 to the board of directors. As independent directors of the company, we have carefully read the proposal and relevant materials, and now express the following opinions on the matter:

Due to the needs of the company’s daily operation, the company needs to conduct a series of related party transactions related to daily operation with the controlling shareholder Guangzhou Lingnan International Enterprise Group Co., Ltd. and its affiliated enterprises, and a series of related party transactions related to daily operation with the acquirer Guangzhou commerce and trade investment holding group Co., Ltd. and its affiliated enterprises, which transfer the state-owned equity of the controlling shareholder free of charge. Considering that the above connected transactions are generated from daily business activities, the transaction price is fair and reasonable, and there is no behavior damaging the interests of the company and the majority of shareholders, it is agreed to submit the proposal on the prediction of the company’s daily connected transactions in 2022 to the 20th meeting of the 10th board of directors for deliberation.

On March 21, 2002 (there is no text on this page, which is the signature page of the independent director’s prior approval opinions on the company’s daily connected transactions in 2022)

Tian Qiusheng, Tang Qingquan

Wu XiangNeng

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