China Communications Construction Company Limited(601800)
Independent directors’ opinions on the first meeting of the 5th board of directors
Independent opinions on relevant matters
The first meeting of the Fifth Board of directors of China Communications Construction Company Limited(601800) (hereinafter referred to as the company) was held in the form of on-site meeting on February 25, 2022. As an independent director of the company, based on independent judgment, reviewed the proposals related to senior management appointment and external guarantee considered by the board of directors of the company at this meeting, and issued independent opinions as follows:
1、 Independent opinions on the appointment of senior managers
The board of directors of the company appointed Mr. Wang Haihuai as the president, Wen Gang, Wang Jian, Zhou Jingbo, Li Maohui, Chen Zhong and Yang Zhichao as the vice presidents, Zhu Hongbiao as the chief financial officer and Zhou Changjiang as the Secretary of the board of directors. The appointment procedure shall comply with the provisions of relevant laws, regulations and the articles of Association; After examining the resumes and other materials of the above personnel, it is not found that they are not allowed to serve as senior managers of the company as stipulated in Article 146 of the company law, nor are they determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted. Their qualifications meet the conditions for serving as senior managers of listed companies, educational background, employment experience The professional ability and professional quality can meet the requirements of the post responsibilities employed. It is agreed that the above personnel shall serve as senior managers of the company from the date of the resolution of the board of directors to the date of the change of the board of directors.
2、 Independent opinions on external guarantees
In accordance with the relevant laws and regulations such as the notice on regulating the release of funds from listed companies and related parties and the external guarantee of listed companies, the notice on regulating the external guarantee of listed companies and the relevant provisions of the articles of Association (hereinafter referred to as the articles of association) of the China Securities Regulatory Commission, after consulting and inquiring the relevant materials, Consider the following external guarantees:
John Holland of Australia, a subsidiary of CCCC International (Hong Kong) Holdings Limited, participated in the implementation of the Melbourne west gate tunnel project in the form of a consortium. Due to the change of the project contract, the original project design and construction contract amount was a $4.99 billion, and the contract amount after the change of the additional amount was a $8.53 billion. It is agreed that the company will continue to provide the parent company’s guarantee letter in accordance with the project contract in accordance with the Australian project bidding practice and contract agreement. The parent company’s guarantee liability limit is consistent with the liability limit of the changed project design and construction contract.
This part of the guarantee limit is adjusted and used within the annual guarantee plan limit approved by the annual general meeting of shareholders of the company on June 10, 2021.
The independent directors expressed their independent opinions on the above external guarantees as follows:
The above guarantee is an external guarantee generated according to the needs of the company’s normal business activities; Comply with the current effective laws, regulations and relevant internal regulations of the company; There is no situation that damages the interests of the company and shareholders, especially minority shareholders. The voting procedures of the board of directors on this guarantee comply with the provisions of relevant laws and regulations and the articles of association, and the voting results are legal and effective.
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(there is no text on this page, which is the signature page of China Communications Construction Company Limited(601800) independent directors’ independent opinions on matters related to the first meeting of the Fifth Board of directors) signature of independent directors:
Liu Hui, Chen Yongde
Wu Guangqi, Zhou Xiaowen
February 25, 2022
