Risesun Real Estate Development Co.Ltd(002146) : opinions of independent directors

Risesun Real Estate Development Co.Ltd(002146)

Opinions of independent directors on the concerted action of controlling shareholders to terminate the implementation of the share increase plan of the company

As an independent director of the seventh board of directors of Risesun Real Estate Development Co.Ltd(002146) the company, in accordance with the rules for independent directors of listed companies, the articles of association and other relevant provisions of the CSRC, and after carefully reviewing the proposal on the concerted action of controlling shareholders to terminate the implementation of the share increase plan of the company and other relevant documents deliberated at the ninth meeting of the seventh board of directors of the company, he expressed the following independent opinions:

After review, we believe that the deliberation and voting procedures of the controlling shareholder acting in concert to terminate the implementation of the share increase plan are in line with the provisions of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties, and the reasons for the controlling shareholder acting in concert to terminate the implementation of the share increase plan are in line with its actual situation. When the board of directors considered the proposal, the related directors avoided voting. We agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.

Independent directors: Cheng Yumin, Wang Li, Huang Yuhua

May 20, 2002

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