Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669)
Independent opinions of independent directors on relevant matters
As an independent director of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) (hereinafter referred to as the "company"), we, in a serious and responsible manner, in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) , Independent opinions on relevant matters of the company are as follows: 1. We have considered the proposal on asset replacement and related party transactions with China Power Construction Group Co., Ltd. Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) and believe that the related party transactions involved in this asset replacement are mainly based on the need to solve the horizontal competition between the company and China Power Construction Group Co., Ltd., and do not damage the company and non related shareholders Especially the interests of minority shareholders; The appraisal institution issuing the asset appraisal report for this asset replacement is independent, the premise of appraisal assumptions is reasonable and fair, and the price of related party transactions is fair; The contents of relevant transaction agreements comply with the provisions of relevant laws, regulations and normative documents; The deliberation and voting procedures of the proposal comply with the provisions of relevant laws and regulations, normative documents and the Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) articles of association. The related directors withdrew during the voting, and the voting results are legal and effective; Agree to the related party transaction and submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. 2. After reviewing the proposal on external guarantee of the company with the object of assets to be placed in the asset replacement Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) , we believe that: the company with the object of assets to be placed in the asset replacement has provided external guarantee, and after the asset replacement, such guarantee matters constitute the external guarantee of the company; Two of the guaranteed parties, Zhengzhou Yueheng Real Estate Co., Ltd. and Henan fanyue Real Estate Co., Ltd., are the holding subsidiaries of the company with the underlying assets and the participating companies of the company with the underlying assets. After the asset replacement, these two companies will become the subordinate enterprises controlled by the controlling shareholders of the company and constitute the related parties of the company, The company placing the asset object continues to provide guarantee for these two companies, which constitutes that the company provides guarantee for related parties. As such guarantees are required by the normal production and operation of the company with the underlying assets in this asset replacement, other shareholders of the guaranteed have provided guarantees or equity pledge and other counter guarantee measures in the same proportion, and the risk is controllable. The guarantees provided for affiliated joint-stock companies do not damage the interests of the company and non affiliated shareholders, especially small and medium-sized shareholders. The deliberation and voting procedures of the proposal comply with the provisions of relevant laws and regulations, normative documents and the Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) articles of association. The related directors withdrew during the voting, and the voting results are legal and effective; Agree to the external guarantee of the company caused by the asset replacement, and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. After reviewing the Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) proposal on the change of the controlling shareholder's commitment to avoid horizontal competition, we believe that the controlling shareholder of the company, China Power Construction Group Co., Ltd., plans to inject high-quality power grid auxiliary assets into the company through asset replacement, and puts forward clear solutions for the horizontal competition business that fails to fulfill its commitment in the original commitment, The commitment change plan proposed by the controlling shareholder is legal and compliant, and the matters applying for commitment change comply 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, and there is no situation that damages the interests of the company and non related shareholders, especially small and medium-sized shareholders; The deliberation and voting procedures of the proposal comply with the provisions of relevant laws and regulations, normative documents and the Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) articles of association. The related directors withdrew during the voting, and the voting results are legal and effective; Agree to change the commitment to avoid horizontal competition, and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) independent director
Xu Donggen, Luan Jun, Dai Deming
January 7, 2002
