Shandong Hi-Speed Road&Bridge Co.Ltd(000498) independent director
On relevant matters of the 33rd meeting of the ninth board of directors
Prior approval and independent opinion
In accordance with the Listing Rules of Shenzhen Stock Exchange, the rules for independent directors of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the Shandong Hi-Speed Road&Bridge Co.Ltd(000498) articles of Association (hereinafter referred to as the “articles of association”), as independent directors of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as the “company”), based on independent judgment, Express the following prior approval and independent opinions on relevant matters of the 33rd meeting of the ninth board of directors of the company:
1、 Prior approval and independent opinions on winning the bid of linteng expressway, Gaoshang expressway, xiaoxujia Yaoqiang Airport Expressway, xiaoxujia Ganggou expressway, Dongqing Expressway and investing in Lingxi 7 and Jinan Hongjia
As an independent director of the company, we have obtained and reviewed the proposal on winning the bid of linteng expressway, Gaoshang expressway, xiaoxujia Yaoqiang Airport Expressway, xiaoxujia Ganggou expressway, Dongqing Expressway and investing in Lingxi No. 7 and Jinan Hongjia from the company in advance and relevant materials. After fully understanding the related party transaction, Agree to submit the proposal to the 33rd meeting of the ninth board of directors for deliberation, and express the following independent opinions based on a realistic attitude:
(I) this contribution of the company is based on the needs of production and operation. The tenderee Shandong Hi-Speed Company Limited(600350) Construction Management Group Co., Ltd. (hereinafter referred to as “construction management group”) is the holding subsidiary of the company’s controlling shareholder Shandong Hi-Speed Company Limited(600350) Group Co., Ltd. (hereinafter referred to as “Expressway Group”), and the tenderee Shandong Hi-Speed Company Limited(600350) Infrastructure Construction Co., Ltd. is a wholly-owned subsidiary of Expressway Group, With rich experience in project construction and strong overall financial strength, the risk of failing to pay the project funds, investment principal and income as agreed in the agreement is small.
(II) this related party transaction follows the general commercial terms. The project construction and investment amount are determined through public bidding. All subsidiaries of the company participating in the bidding participate in the bidding in accordance with the principle of voluntary, open and fair bidding and make capital contributions in accordance with the bidding documents. We agree that the board of directors of the company requests the general meeting of shareholders to authorize the management and authorized persons of the management to handle all matters related to this capital contribution.
(III) we have made a comprehensive and objective understanding of this related party transaction in advance, and believe that the investment and construction integration project participated by the company is in line with the company’s strategic development direction. It is expected that this investment and construction will have a positive impact on the company’s performance and meet the company’s interests and long-term development goals. This transaction does not damage the interests of the company and other shareholders, especially minority shareholders. (IV) the deliberation and voting procedures of the board of directors of the company comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. The connected directors avoided voting on this connected transaction, and we agree to this connected transaction. This transaction needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders shall avoid voting on this related transaction.
2、 Prior approval and independent opinions on winning the bid of linteng expressway, Gaoshang Expressway and investing in shangao Zhiyuan
As an independent director of the company, we have previously obtained and reviewed the proposal on winning the bid of linteng expressway, Gaoshang Expressway and investing in shangao Zhiyuan from the company and relevant materials. After fully understanding the related party transaction, we agree to submit the proposal to the 33rd meeting of the ninth board of directors for deliberation, and express the following independent opinions based on a realistic attitude:
(I) the company’s capital contribution is based on the needs of production and operation. The construction management group of the tenderee is the holding subsidiary of the company’s controlling shareholder Expressway Group. With rich experience in project construction and strong overall financial strength, the risk of failing to pay the project funds, investment principal and income as agreed in the agreement is small.
(II) this related party transaction follows the general commercial terms. The project construction and investment amount are determined through public bidding. All subsidiaries of the company participating in the bidding participate in the bidding in accordance with the principle of voluntary, open and fair bidding and contribute capital according to the bidding documents. We agree that the board of directors of the company requests the general meeting of shareholders to authorize the management and authorized persons of the management to handle all matters related to this capital contribution.
(III) we have made a comprehensive and objective understanding of this related party transaction in advance, and believe that the investment and construction integration project participated by the company is in line with the company’s strategic development direction. It is expected that this investment and construction will have a positive impact on the company’s performance and meet the company’s interests and long-term development goals. This transaction does not damage the interests of the company and other shareholders, especially minority shareholders. (IV) the deliberation and voting procedures of the board of directors of the company comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. The connected directors avoided voting on this connected transaction, and we agree to this connected transaction. This transaction needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders shall avoid voting on this related transaction.
3、 Prior approval and independent opinions on winning the bid of Ji He Expressway and investing in an Cheng partnership
As an independent director of the company, we have obtained and reviewed the proposal on winning the bid of Ji He Expressway and investing in an Cheng partnership and relevant materials from the company in advance. After fully understanding the related party transaction, we agree to submit the proposal to the 33rd meeting of the ninth board of directors for deliberation, and express the following independent opinions based on a realistic attitude:
(I) the company’s capital contribution is based on the needs of production and operation. Qilu Expressway Co., Ltd., the tenderee of the project, is a subsidiary of Expressway Group, the controlling shareholder of the company. The overall financial strength is strong, and the risk of failing to pay the project funds, investment principal and income as agreed in the agreement is small.
(II) this related party transaction follows the general commercial terms. The project construction and investment amount are determined through public bidding. All subsidiaries of the company participating in the bidding participate in the bidding in accordance with the principle of voluntary, open and fair bidding and contribute capital according to the bidding documents. We agree that the board of directors of the company requests the general meeting of shareholders to authorize the management and authorized persons of the management to handle all matters related to the capital contribution of Jihe expressway.
(III) we have made a comprehensive and objective understanding of the related party transactions in advance and believe that the project is in line with the company’s strategic development direction. This transaction drives the construction through investment, which is expected to have a positive impact on the company’s performance and is in line with the company’s interests and long-term development goals. This transaction does not damage the interests of the company and other shareholders, especially minority shareholders.
(IV) the deliberation and voting procedures of the board of directors of the company comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. The connected directors avoided voting on this connected transaction, and we agree to this connected transaction. This transaction needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders shall avoid voting on this related transaction.
Independent directors: Guan Qingyou, Wei Shirong, Zhang Hong and Li Fengshou March 11, 2022
