Fujian Sanmu Group Co.Ltd(000632) independent director
Independent opinions on matters related to the 39th meeting of the ninth board of directors Fujian Sanmu Group Co.Ltd(000632) (hereinafter referred to as "the company") the 39th meeting of the ninth board of directors was held by means of communication on January 5, 2022. As an independent director of the company, we attended the meeting. In accordance with the guiding opinions on the establishment of independent director system by listed companies, the guidelines for the governance of listed companies, the articles of association and other relevant provisions, based on our independent judgment, we express the following independent opinions on the relevant matters of the 39th meeting of the ninth board of directors:
1、 About adding directors of the company
Su Xijia, Wang Lin and Wang Yingbin, the independent directors of the company, believe that the nomination of candidates for the board of directors of the company, Mr. Lin Yu, Ms. Jiang Chunmei and Ms. Shao Xiaohui, is recommended by the major shareholders of the company in accordance with the provisions of the company law and the articles of association, and the procedure is legal and effective. According to the personal resume and other relevant information of the nominee, we have not found any violation of the provisions of the company law or the fact that he has been determined as a market prohibited person by the CSRC. His qualifications comply with the relevant provisions of the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association. In addition, it is understood that the nominee has relevant professional knowledge and relevant decision-making, supervision and coordination ability, can meet the requirements of relevant responsibilities, and has the ability to serve as a director of the company. In conclusion, we agree to nominate Mr. Lin Yu, Ms. Jiang Chunmei and Ms. Shao Xiaohui as candidates for non independent directors of the ninth board of directors of the company, and submit them to the general meeting of shareholders of the company for voting.
2、 About providing financial support for the holding subsidiary Nanping Shimao New Era
Su Xijia, Wang Lin and Wang Yingbin, the independent directors of the company, believe that the financial assistance provided by the company to Nanping Shimao new era real estate Co., Ltd. meets the normal business needs of the company; Other shareholders of the project company receiving financial assistance this time also provide financial assistance with the same conditions according to their shareholding ratio, and the financial assistance is fair and equal; The credit status of the project company is good. The management personnel and financial personnel dispatched by the company participate in the operation and management of the above project company. The financial risk is controllable and will not have a significant impact on the daily operation of the company. We agree to the proposal on providing financial support for the holding subsidiary Nanping Shimao new era and submit it to the general meeting of shareholders of the company for deliberation and approval
3、 With regard to the holding subsidiary Fuqing jinsenyuan providing financial assistance to its shareholders
Su Xijia, Wang Lin and Wang Yingbin, the independent directors of the company, believe that the financial assistance provided by the company's holding subsidiaries to its shareholders Fuzhou qianmao Investment Co., Ltd. and Fuqing Jinhui Real Estate Development Co., Ltd. is a loan provided to the shareholders of the project company on the premise of smooth project sales and ensuring the needs of project construction and operating funds, It is also funded by shareholders of all parties under the same conditions according to their shareholding and equity ratio, which helps to improve the efficiency of fund use, and the financial support behavior is fair and reasonable. The relevant decisions comply with the company's internal control system, the articles of association and relevant laws and regulations, and there is no damage to the interests of listed companies, shareholders and minority shareholders. We agree to the proposal on financial assistance provided by Fuqing jinshenyuan, a holding subsidiary, to its shareholders and submit it to the general meeting of shareholders for deliberation and approval. Signature of independent director:
Su Xijia, Wang Lin, Wang Yingbin
Date: January 5, 2022
