Oceanwide Holdings Co.Ltd(000046) : independent opinions of independent directors on the prediction of daily connected transactions of the company in 2022

Oceanwide Holdings Co.Ltd(000046) independent director

With regard to the independent opinions on the prediction of the company's daily connected transactions in 2022, in accordance with the articles of association, the working system of independent directors of the company, the measures for the management of connected transactions of the company and other relevant provisions, in the attitude of being responsible to the company and all shareholders, and in accordance with the principle of seeking truth from facts, Carefully inspected and implemented the contents of the proposal on the prediction of the company's daily connected transactions in 2022 submitted to the 49th interim meeting of the 10th board of directors for deliberation, and expressed the following independent opinions:

1. The daily related party transactions expected to occur between the company, its holding subsidiaries and related persons in 2022 are normal commercial transactions, the contents are legal and compliant, and the transaction pricing principle is to price according to the market price, which is fair and reasonable, which is conducive to the development of relevant businesses of the company and reflects the support of the controlling shareholders and other related persons of the company for the development of the company, It did not harm the interests of the company's shareholders, especially the minority shareholders.

2. The actual total amount of the company's daily connected transactions in 2021 did not exceed the expected total amount. The actual total amount of daily related party transactions of the company in 2021 is less than 80% of the estimated total amount. The main reason is that the company flexibly adjusts the development and construction rhythm of some real estate projects according to market changes, resulting in a large difference between the actual situation of related party transactions that accept the labor services provided by related parties and the prediction at the beginning of the year. In addition, the change of related party relationship between some trading parties also led to the fact that the actual situation of related party transactions was less than that expected at the beginning of the year. In conclusion, the difference between the actual amount and the estimated amount of the company's daily related party transactions in 2021 is caused by the company's normal business activities and reasonable adjustment of the project progress, which has no significant impact on the company's daily operation and performance, and there is no damage to the interests of the company and shareholders. At the same time, we remind the board of directors of the company to further improve the accuracy of the forecast of daily connected transactions in the year and avoid situations with large differences between the actual situation and the forecast situation.

3. The convening, convening and voting procedures and methods of the 49th interim meeting of the 10th board of directors of the company comply with the relevant provisions of the company law, the securities law and the articles of association. The related directors avoid voting when deliberating the related party transaction proposal, the decision-making procedure is legal and compliant, and the meeting resolution formed is legal and effective.

Therefore, we agree to the daily related party transactions expected to occur between the company and its holding subsidiaries and related parties in 2022, and agree to submit them to the general meeting of shareholders of the company for deliberation.

Independent directors: Chen Feifei, Yan fashan, Tang Jianxin March 14, 2002

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