Shandong Yulong Gold Co.Ltd(601028) independent director
Independent opinions on matters related to the 26th meeting of the 5th board of directors
Shandong Yulong Gold Co.Ltd(601028) (hereinafter referred to as “the company”) convened the 26th meeting of the 5th board of directors of the company on May 20, 2022 by means of on-site combined with communication voting, deliberated and adopted the proposal on wholly owned subsidiary acquiring 100% equity of nqmgold and signing supplementary agreement on equity transfer. In accordance with the independent director rules of listed companies, the stock listing rules of Shanghai Stock Exchange, the Shandong Yulong Gold Co.Ltd(601028) articles of association, the Shandong Yulong Gold Co.Ltd(601028) independent director system and other relevant provisions, as independent directors of the company, we have carefully reviewed the relevant documents of the company’s transaction. Based on personal independent judgment, we hereby express the following independent opinions on matters related to this transaction of the company:
(I) the relevant proposals submitted to the 26th meeting of the 5th board of directors for deliberation have been approved by us in advance before being submitted to the meeting of the board of directors for deliberation;
(II) this transaction does not constitute a major asset reorganization or a related party transaction. The relevant proposals involved in this transaction were adopted at the 26th meeting of the Fifth Board of directors of the company. The convening and convening procedures, voting procedures and methods of the board meeting comply with the provisions of relevant national laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors;
(III) this related party transaction is an important measure for the company to broaden its business layout, realize extensive expansion and improve its sustainable development ability, which is in line with the national industrial policy and business development needs; The price of this connected transaction is based on the appraisal value of the target company confirmed in the appraisal report issued by the asset appraisal institution with securities and futures business qualification. The transaction is fair and reasonable, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors.
To sum up, we agree that the wholly-owned subsidiary will acquire 100% equity of nqm gold and sign a supplementary agreement on equity transfer.
Independent directors: Wang Jianping, Li Chunping, Deng Xu May 20, 2022
