Wolong Real Estate Group Co.Ltd(600173) board of supervisors
Inquiry letter on "SSE Gong Han [2022] No. 0023" of Shanghai Stock Exchange
Written opinions on relevant matters
Wolong Real Estate Group Co.Ltd(600173) (hereinafter referred to as " Wolong Real Estate Group Co.Ltd(600173) " and "the company") received the inquiry letter on Wolong Real Estate Group Co.Ltd(600173) related related acquisition matters (szgh [2022] No. 0023) (hereinafter referred to as "the inquiry letter") from Shanghai Stock Exchange on January 12, 2022. In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the governance standards of listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association of Wolong Real Estate Group Co.Ltd(600173) company (hereinafter referred to as the "articles of association"), as the supervisor of the company, We express the following written opinions on whether the acquisition is an independent decision required by the inquiry letter:
1. According to the relevant provisions of the stock listing rules, the company plans to purchase 100% equity of Shanghai Wolong Mining Co., Ltd. Wolong Electric Group Co.Ltd(600580) wholly-owned subsidiary with cash of RMB 68 million (hereinafter referred to as "this transaction"), which constitutes a related party transaction between the company and related parties. When the board of directors of the company considered the related party transaction, the related directors Chen Yanni, Wang Xiquan and Ma Yajun avoided voting, and the voting procedure of the related party transaction was in accordance with the company law and other laws and regulations and the articles of association. This transaction needs to be submitted to the general meeting of shareholders of the company for deliberation, and related shareholders need to avoid voting.
2. The determination of the transaction price is based on the evaluation results of the evaluation institution with securities and futures qualification, and the pricing is fair and reasonable. The company has fulfilled the necessary decision-making procedures and the relevant approval procedures are legal and compliant. The related party transactions of this acquisition do not damage the legitimate rights and interests of the company and minority shareholders.
Wolong Real Estate Group Co.Ltd(600173) board of supervisors Du Qiulong, sun Huifang, Chen qunfen January 20, 2022
