Wolong Real Estate Group Co.Ltd(600173) independent director
Inquiry letter on "SSE Gong Han [2022] No. 0023" of Shanghai Stock Exchange
Independent 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) from Shanghai Stock Exchange on January 12, 2022 (hereinafter referred to as "the inquiry letter"). As an independent director of the company 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 guiding opinions on establishing an independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange and the Wolong Real Estate Group Co.Ltd(600173) company charter (hereinafter referred to as the "articles of association"), etc, We express the following independent opinions on whether the acquisition is an independent decision required by the inquiry letter:
1. The proposals related to this transaction have been approved and agreed to be submitted to the board of directors for deliberation before being submitted to the board of directors for deliberation;
2. The transaction was deliberated and approved at the fourth meeting of the ninth board of directors of the company, and the related directors withdrew from voting at the board of directors; The convening procedures, voting procedures and methods of the board meeting comply with the provisions of the company law, the articles of association and relevant normative documents; This transaction still needs to be considered by the general meeting of shareholders of the company, and the related shareholders need to avoid voting;
3. The transaction price of the underlying assets under this transaction is based on the evaluation value determined in the evaluation report issued by the evaluation institution with securities practice qualification to evaluate the underlying assets as of the benchmark date. The transaction 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.
Independent director Du Xingqiang, Chen Linlin, he Shengdong January 20, 2022
