Cccg Real Estate Corporation Limited(000736)
Opinions of independent directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the CSRC, As an independent director of Cccg Real Estate Corporation Limited(000736) (hereinafter referred to as ” Cccg Real Estate Corporation Limited(000736) “), based on the information provided by Cccg Real Estate Corporation Limited(000736) and after careful verification of the relevant situation, I hereby express my independent opinions on the relevant proposals considered and adopted at the 76th meeting of the eighth board of directors of Cccg Real Estate Corporation Limited(000736) as follows:
1、 Independent opinion on the proposal on providing guarantee amount for project companies Cccg Real Estate Corporation Limited(000736) in order to improve decision-making efficiency, it is proposed to increase the guarantee amount for holding subsidiaries, associated or joint venture real estate project companies by a total of 18.704.2 billion yuan in 2022, including 14.759 billion yuan for holding subsidiaries, The newly increased guarantee amount for joint venture or joint venture real estate project companies was 3.945.2 billion yuan. By reviewing the relevant materials provided by the company’s management, we believe that the guarantee amount provided by Cccg Real Estate Corporation Limited(000736) for the project company meets the company’s business needs, is conducive to improving decision-making efficiency, has anti guarantee and other risk prevention measures, and the risk is controllable. There is no damage to the interests of minority shareholders in this transaction; The deliberation and decision-making procedures of this proposal comply with laws and regulations and the articles of association. We agree with the voting results of the board of directors on the proposal on providing guarantee amount for the project company.
2、 Independent opinions on the proposal on loan limit from related parties
Cccg Real Estate Corporation Limited(000736) in order to improve decision-making efficiency and ensure capital demand, it is planned to borrow no more than 10 billion yuan from CCCC Real Estate Group Co., Ltd. and its subsidiaries in 2022, the loan interest rate is no more than 10%, the term of a single loan is no more than 60 months from the date of receipt, and the validity period of the limit is within 2022. Through communication with the company’s management and consulting the relevant materials provided by the company, we believe that the loan amount from related parties discussed this time is conducive to ensuring the capital demand in the operation and development of Cccg Real Estate Corporation Limited(000736) , the loan interest rate is reasonable, and is conducive to the sustained and healthy development of Cccg Real Estate Corporation Limited(000736) main business. When the board of directors deliberated on the above matters, the related directors avoided voting. The deliberation and decision-making procedures of the above matters comply with laws and regulations, and there is no damage to the interests of minority shareholders. We agree with the voting results of the board of directors on the related party transaction proposal on loan limit from related parties.
3、 Independent opinions on the proposal on the controlling shareholder’s application for extending the performance period of the commitment to avoid horizontal competition
Cccg Real Estate Corporation Limited(000736) the relevant commitment of the controlling shareholder CCCC Real Estate Group Co., Ltd. to avoid horizontal competition is about to expire. Now CCCC Real Estate Group Co., Ltd. plans to apply for extending the performance period of the commitment to avoid horizontal competition. Through communication with the company’s management and consulting the relevant materials provided by the company, We believe that the content of this application for extension of CCCC Real Estate Group Co., Ltd. complies with the relevant provisions of the guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies. When the board of directors deliberated on the above matters, the related directors avoided voting, and the deliberation The decision-making procedures comply with laws and regulations, and there is no case that damages the interests of minority shareholders. We agree with the voting results of the board of directors on the proposal on the controlling shareholder’s application for extending the performance period of commitment to avoid horizontal competition. 4、 Independent opinions on the proposal on abandoning business opportunities of relevant projects
Cccg Real Estate Corporation Limited(000736) recently learned about the business opportunities of relevant development projects in Wenchang City, Hainan Province. Through the investigation of the above business opportunities and in combination with the current business situation of the company, Cccg Real Estate Corporation Limited(000736) plans to give up this business opportunity. If Cccg Real Estate Corporation Limited(000736) abandons the business opportunity, CCCC Real Estate Group Co., Ltd. or its subsidiaries (hereinafter collectively referred to as “real estate group”) will participate in the bidding for the listed plot of the project. If the bidding is successful, the real estate group will carry out the follow-up development and construction of the project. At the same time, the real estate group will sign the corresponding agency business cultivation agreement with Cccg Real Estate Corporation Limited(000736) , which stipulates that Cccg Real Estate Corporation Limited(000736) will be appointed by Cccg Real Estate Corporation Limited(000736) when the conditions of the project are ripe Decide whether to exercise the preemptive right. Through communication with the company’s management and consulting the relevant materials provided by the company, we believe that considering the current market conditions and internal resource conditions, abandoning this business opportunity at this stage is conducive to the steady operation of Cccg Real Estate Corporation Limited(000736) , ensure the steady development of the main business of Cccg Real Estate Corporation Limited(000736) existing real estate, and will not affect the current operation and current profit and loss of Cccg Real Estate Corporation Limited(000736) , There is no situation that damages the interests of Cccg Real Estate Corporation Limited(000736) minority shareholders. When the board of directors deliberated this proposal, the related directors avoided voting. The deliberation and decision-making procedures of this proposal comply with laws and regulations and the articles of association. We agree with the voting results of the board of directors on the proposal on abandoning business opportunities for relevant projects.
Independent directors: Hu Biliang, Ma Jiangtao, Liu Hongyue
Date: December 14, 2021
