Independent Director Of Jialin Jie's Independent Director On The Issue Of Shares To Buy Assets

Independent director of Shanghai Jialin Jie Limited by Share Ltd independent director on issue of shares to purchase assets and raise matching funds and related transactions.

The thirty-sixth meeting of the Fourth Board of directors of Shanghai Jialin Jie textile Limited by Share Ltd (hereinafter referred to as "company") was held in September 12, 2019 on the spot and by communication. As an independent director of the company, we attended the meeting. "Shanghai Yong Pu", Shenzhen and general enterprises planned management partnership (limited partnership) (hereinafter referred to as "Shenzhen and Pu") issued shares to purchase 100% of the total shares held by the Arctic photoelectric (Shenzhen) Limited company (hereinafter referred to as "the underlying assets"), and to raise relevant funds for non-public issuance of shares of not more than 10 investors (hereinafter referred to as the "transaction"). According to the People's Republic of China company law, the guidelines for the listing companies, the guidance on the establishment of an independent director system in the listed companies, the Shenzhen stock listing rules and the articles of Association, based on the position of independent judgment, the following independent opinions on the relevant transactions related to this meeting are now published: the company intends to Shanghai Yong Pu Machinery Manufacturing Co., Ltd. (hereinafter referred to as "

First, this motion submitted to the thirty-sixth session of the Fourth Board of directors of the company has been approved in advance of the motion related to the company's purchase of assets in accordance with the issue of shares and the relevant laws and regulations stipulated in the supporting funds.

Two. The relevant motions related to this exchange were approved by the thirty-sixth session of the Fourth Board of directors of the company. The convening and convening procedures, voting procedures and ways of the board meeting shall be in conformity with the relevant laws, regulations, normative documents and articles of association of the state, and there shall be no damage to the interests of the company and its shareholders, especially the small and medium-sized investors.

Three, the company's transactions do not constitute a major asset reorganization, constitute related transactions, non related directors need to avoid voting, pricing principles and methods are appropriate, fair and reasonable transaction, and the implementation of the necessary internal decision-making procedures, there is no damage to the company and its shareholders, especially the interests of small and medium investors.

Four, the transaction plan and the trading agreement to be signed by the parties to the transaction comply with the provisions of the People's Republic of China company law, the People's Republic of China contract law, the People's Republic of China securities law, the management measures for major asset reorganization of listed companies, the measures for the management of securities issuance of listed companies, and other relevant laws and regulations.

Five, the evaluation organization hired by the company has the qualification of securities and futures business, and the procedure of recruitment is compliance. Apart from the business relationship, there is no interest relationship between the evaluation body and the management personnel and the evaluation objects, and there is no interest relationship with the interested parties. There is no realistic and expected interest in addition to professional fees, and the evaluation institution has full independence.

Six, the transaction price involved in this transaction is based on the evaluation report issued by the evaluation agency with the qualification of securities and futures business evaluation of the assets on the basis of the assessment date, and is determined through consultation by all parties. The pricing principle of the underlying assets is fair and reasonable, and there is no damage to the interests of the company and its shareholders, especially the small and medium-sized investors.

Seven, after the issue of shares to buy assets, the Shanghai side of the trading side of Shenzhen and Pu Tong and its concerted action will have more than 5% shares of the company, and will become a related party of the listed company. There will be no other transactions between the listed company and the counterparty. It will not add related transactions for this transaction, which is in line with the relevant provisions of the "major asset reorganization management measures" and other relevant laws and regulations.

Eight, the issue of shares to buy assets and raise matching funds will help enhance the competitiveness of the company, improve the company's continued profitability, help improve the company's financial situation, is conducive to long-term sustainable development of the company, in line with the interests of all shareholders of the company, there is no damage to the interests of small shareholders.

To sum up, we agree that the company will buy assets and raise matching funds and related transactions.