Shanghai Xujiahui Commercial Co.Ltd(002561) : independent opinions expressed by independent directors on the sales contract signed between the company and related parties

Shanghai Xujiahui Commercial Co.Ltd(002561) independent director

Independent opinions on sales contracts signed between the company and related parties

As an independent director of Shanghai Xujiahui Commercial Co.Ltd(002561) (hereinafter referred to as the “company”) in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange and the articles of association of Shanghai Xujiahui Commercial Co.Ltd(002561) of China Securities Regulatory Commission, We express the following independent opinions on the signing of sales contracts between the company and related parties, which has been deliberated and adopted at the 13th meeting of the seventh board of directors of the company.

We believe that the related party transaction of the company follows the principles of openness, fairness and rationality, the relevant decision-making procedures comply with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to implement the related party transaction.

Independent director: Yu Mingyang, Jin Ming, Zhang Qifeng January 15, 2002

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