Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669)
Audit and Risk Management Committee of the board of directors
Written review opinions on relevant matters
As a member of the audit and Risk Management Committee of the board of directors of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) (hereinafter referred to as "the company"), we, in a serious and responsible manner, express audit opinions on relevant matters of the company in accordance with relevant laws, regulations, normative documents and relevant provisions of the articles of association of Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) as follows:
1. We have reviewed the Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) proposal on asset replacement and related party transactions with China Power Construction Group Co., Ltd., 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 there is no situation that damages the interests of the company and non related shareholders, especially 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; Agree to submit the related party transaction to the board of directors of the company for deliberation, and the related directors shall withdraw from voting at the board of directors.
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. The guarantee provided for the affiliated joint-stock company belongs to the normal production and operation needs of the company with the underlying assets in this asset replacement. Other shareholders of the guaranteed have provided guarantee or equity pledge and other counter guarantee measures in the same proportion, the risk is controllable, and there is no damage to the interests of the company and non associated shareholders, especially small and medium-sized shareholders. They agree to submit the matter to the board of directors of the company for deliberation, Affiliated directors shall avoid voting at the board of directors.
3. After deliberating 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 application for change of commitment by the controlling shareholder of the company, China Power Construction Group Co., Ltd., complies 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, There is no situation that damages the interests of the company and non affiliated shareholders, especially minority shareholders; Agree to submit the matter to the board of directors of the company for deliberation, and the related directors shall withdraw from voting at the board of directors.
Audit and Risk Management Committee of the board of directors Xu Donggen Luan Jun Dai Deming
January 7, 2002
