Independent director of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. about
Prior approval opinions on relevant matters of the 28th interim meeting of the 10th board of directors
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 the articles of association, as independent directors of the company, we have carefully reviewed the relevant matters to be submitted to the 28th interim meeting of the 10th board of directors for deliberation. Based on the principles of independence, objectivity and impartiality, Based on our independent judgment, we hereby express our prior approval opinions on major asset sales and related party transactions as follows:
(I) in accordance with the relevant provisions of the administrative measures for major asset restructuring of listed companies and the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a major asset restructuring and a related party transaction;
(II) the sale of major assets meets the substantive conditions stipulated in relevant laws and regulations, the contents agreed in the agreement are legal and effective, the scheme is reasonable and feasible, and does not harm the interests of minority shareholders;
(III) 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;
(IV) the pricing of this transaction is based on the evaluation value confirmed by the evaluation institution qualified for securities and futures related business. The pricing principles and methods are appropriate, the transaction is fair and reasonable, and the necessary internal decision-making procedures are performed. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized investors;
(V) the company has hired independent financial consultants, accounting firms, asset appraisal institutions and law firms with relevant business qualifications, and the selection and employment procedures are in compliance. There is no other related relationship between the relevant intermediaries and handling personnel and the company and all parties to the transaction except for the normal business relationship; In addition to the business relationship, the appraisal institution has no relationship with the company and other subjects of this transaction, and there is no realistic and expected conflict of interest. It is independent.
To sum up, we approved in advance the proposals related to the sale of major assets and related party transactions considered at this meeting and agreed to submit them to the board of directors of the company for deliberation.
Independent directors: Dong Xueli, Yue Dejun, Qian Chunjie
May 20, 2022
