Shandong Yulong Gold Co.Ltd(601028) independent director
Prior approval opinions on the acquisition of 100% equity of nqm gold by a wholly-owned subsidiary and the signing of a supplementary agreement on equity transfer
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, and deliberated and adopted the proposal on wholly owned subsidiary acquiring 100% equity of nqm gold and signing supplementary agreement on equity transfer. The company has provided us with relevant materials and conducted necessary communication with us before the board meeting. 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, after carefully reviewing relevant materials and based on the position of independent judgment, we express the following prior approval opinions on the above related party transactions:
(I) this connected transaction conforms to the company's strategic development direction and business development needs, and is conducive to optimizing the company's business layout and further improving the company's profitability.
(II) this connected transaction will not have an adverse impact on the company's operation, and there is no situation that damages the interests of the listed company, minority shareholders and non connected shareholders.
(III) the scheme of this connected transaction complies with the provisions of the securities law, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations, and is operable.
(IV) the pricing method of this transaction is reasonable, in line with market rules, and fully protects the interests of the company and all shareholders, especially small and medium-sized investors.
In conclusion, it is agreed to submit the proposal to the board of directors for deliberation.
Independent directors: Wang Jianping, Li Chunping, Deng Xu May 20, 2022
