Independent director of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
About the 28th interim meeting of the 10th board of directors of the company
Independent opinions on relevant matters
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange and other regulations, normative documents and the relevant provisions of the articles of association, as an independent director of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) shares Co., Ltd. (hereinafter referred to as the "company"), he deliberated on the relevant matters of the 28th interim meeting of the 10th board of directors, Based on our independent judgment and careful research, we hereby express our independent opinions on matters related to this transaction as follows:
1、 Independent opinions on major asset sales and related party transactions
1. Before being submitted to the board meeting for deliberation, we made prior approval on this major asset sale and related party transactions;
2. 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. The affiliated directors avoid voting, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders;
3. This transaction constitutes a major asset reorganization and related party transaction. The transaction price is based on the evaluation value of the evaluation institution with relevant business qualification and determined by all parties through negotiation. The pricing principle is fair and reasonable, in line with the administrative measures for major asset reorganization of listed companies and other relevant laws, regulations and policies, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors;
4. The content of the report on the sale of major assets and related party transactions is true, accurate and complete. It discloses in detail the legal procedures required for this transaction and fully discloses the relevant risks of this transaction. The transaction plan and the agreements signed by the parties on this reorganization comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset reorganization of listed companies and other relevant laws According to the regulations and normative documents, the transaction scheme is reasonable and operable;
5. The transaction has fulfilled the necessary legal procedures and information disclosure procedures at this stage, which are complete and compliant;
6. The underlying assets involved in this transaction have been audited and evaluated by audit institutions and evaluation institutions in accordance with the provisions of the securities law of the people's Republic of China, and relevant audit reports and evaluation reports have been issued. After review, we recognize the relevant reports issued by the above intermediaries;
7. The appraisal institution employed by the company has relevant business qualifications, the selection and employment procedures are in compliance, the appraisal institution and the appraiser in charge have no interest relationship with the appraisal object, have no interest relationship with the relevant parties, have no prejudice against the relevant parties, and the appraisal institution has full independence; The assumptions adopted by the appraisal institution for the appraisal refer to the relevant national laws and regulations and follow the common practices or guidelines in the process of market appraisal. The assumptions are in line with the actual situation of the appraisal object, and the appraisal assumptions are reasonable; In terms of the selection of appraisal methods, the appraisal institution has comprehensively considered the industry characteristics of the appraised enterprise and the actual situation of assets. The selection of appraisal methods is appropriate, the appraisal results fairly reflect its market value, and the appraisal conclusion is reasonable;
8. The company made a serious, prudent and objective analysis on the impact of this transaction on the dilution of immediate return, and put forward specific guarantee measures to fill the return and improve the ability of future return;
9. After the completion of this reorganization, the target company will become the related party of the company, the guarantee originally provided by the wholly-owned subsidiary of the company for the target company will be transformed into the guarantee provided by the related party, and the current account between the wholly-owned subsidiary of the company and the target company will become the capital transaction between the related party. The company and the related parties have solved the above matters and there is no damage to the interests of the company and all shareholders;
10. This transaction is conducive to improving the company's financial situation and promoting the company's business transformation, which is in line with the interests of the company and all shareholders.
In conclusion, we agree to the relevant matters of this major asset sale and submit them to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposed listing and transfer of equity of participating companies by wholly-owned subsidiaries of the company
This transaction is conducive to the company's return of funds as soon as possible to support its main business, and promote the company's active transformation to the main business of development and operation of life and health and professional industrial parks, which is in line with the company's development strategy; This transaction is conducted in the form of public listing transfer, and the listing price is based on the assessed value, which is in line with the relevant provisions on the disposal of state-owned assets of the enterprise, and there is no damage to the interests of the company and all shareholders; The convening and voting procedures of the board of directors are legal and effective, and comply with relevant laws, regulations, the articles of association and other relevant provisions.
Independent directors: Dong Xueli, Yue Dejun, Qian Chunjie
May 20, 2022
