China State Construction Engineering Corporation Limited(601668) : independent opinions of independent directors on Amending the provisions on the administration of China State Construction Engineering Corporation Limited(601668) connected transactions

Amendment by independent directors

The independent opinion of the provisions on the administration of China State Construction Engineering Corporation Limited(601668) connected transactions, as an independent director of China State Construction Engineering Corporation Limited(601668) (hereinafter referred to as the “company”), in accordance with the rules for independent directors of listed companies, the rules for the listing of shares on Shanghai Stock Exchange and other laws, regulations and normative documents of China Securities Regulatory Commission, the articles of association, the working system of independent directors and other relevant provisions, After reviewing relevant materials, we hereby express our independent opinions on the proposal on Amending the provisions on the administration of China State Construction Engineering Corporation Limited(601668) connected transactions deliberated at the 14th meeting of the third board of directors of the company as follows:

As an independent director of the company, we believe that the main purpose of the company’s revision of the original measures for the administration of China State Construction Engineering Corporation Limited(601668) connected transactions is to further standardize the company’s connected transactions, improve the management system of connected transactions and improve the standard operation level of the company’s connected transactions. In view of the establishment of the original related party transaction system in 2007, the new system and new regulations promulgated by the regulatory authorities were formulated, especially the New Stock Exchange Listing Rules of the Shanghai Stock Exchange (revised January 2022) issued by the Shanghai stock exchange in early 2022 and a number of listed companies’ self-discipline supervision guidelines, so as to further enhance the compliance and advanced nature of the corporate governance system. The company’s connected transaction system needs to be revised in accordance with the requirements of the new regulatory documents.

The company’s amendment to the provisions on the administration of China State Construction Engineering Corporation Limited(601668) connected transactions complies with the provisions of relevant laws and regulations, normative documents, articles of association and other internal systems, meets the development needs of the company, and does not harm the interests of the company and its shareholders, especially small and medium-sized shareholders.

We agree to the proposal on Amending the provisions on the administration of China State Construction Engineering Corporation Limited(601668) connected transactions and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.

China State Construction Engineering Corporation Limited(601668) independent director Xu Wenrong Jia Chen sun Chengming Li Ping March 7, 2002

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