Jiangsu Zhongnan Construction Group Co.Ltd(000961) independent director
Independent opinions on matters related to the 22nd Meeting of the 8th board of directors
According to the guiding opinions on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission As an independent director of the eighth board of directors of the company, based on the independent and objective position, we express the following independent opinions on the matters considered at the 22nd Meeting of the eighth board of directors of the company:
1、 Authorization of daily connected transactions in 2022
We believe that the matters involved in the authorization of daily related party transactions in 2022 belong to the normal needs of the company’s production and operation, and the transaction pricing is reasonable. There is no case that the interests of the listed company are damaged by using the relationship of related parties, and the interests of other shareholders of the company, especially minority shareholders, are not damaged. Necessary procedures have been performed for the review of relevant matters, and the opinions of independent directors have been consulted before being submitted to the board of directors for review. When the board of directors considered relevant matters, the related directors avoided voting, and the decision-making process was legal and compliant. Agree to submit relevant matters to the general meeting of shareholders for deliberation.
2、 Related party transactions concerning the purchase of the company’s housing products by directors, supervisors and senior managers
We believe that the purchase of the company’s real estate by Ms. Hu Lingli, a related natural person, and the purchase of the company’s housing products by the company’s directors, supervisors and senior managers in 2022 belong to normal purchase behavior. The transaction is priced according to the market, the transaction conditions are consistent with those of ordinary buyers, and the transaction is open and fair. There is no case of using the relationship of related parties to damage the interests of the listed company or the interests of the company’s shareholders, especially the minority shareholders. Necessary procedures have been performed for the review of relevant matters, and the opinions of independent directors have been consulted before being submitted to the board of directors for review. When the board of directors considered relevant matters, the related directors avoided voting, and the decision-making process was legal and compliant.
3、 Authorization matters related to financial assistance in 2022
The company requests the general meeting of shareholders to authorize the company to provide financial assistance to entities outside the scope of the company’s consolidated statements and consolidated companies with a shareholding of no more than 50% in accordance with regulations, in order to improve decision-making efficiency and improve the return rate of the company’s own funds, which is conducive to the development of the company and in the interests of all shareholders. Relevant authorized matters shall comply with laws and regulations and relevant provisions of Shenzhen Stock Exchange. 4、 About providing guarantee for Pingyang Jincheng and other companies
Providing guarantee to relevant companies is really the development needs of the company, and the guaranteed object is not the subject of breach of faith responsibility. At present, the relevant companies operate normally and have strong solvency. The guarantee does not increase the company’s risk. The company will protect the rights and interests of the company by taking measures such as requiring other shareholders of the guaranteed object to provide guarantee in proportion or providing counter guarantee to the company, and the guarantee risk is controllable. The provision of guarantee shall not damage the interests of all shareholders, including minority shareholders.
Independent director: Huang Feng
Cao Yitang
Shi Jun
Hou Qicai
November 14, 2001
