China Communications Construction Company Limited(601800)
Independent directors’ opinions on the second meeting of the 5th board of directors
Independent opinions on relevant matters
China Communications Construction Company Limited(601800) (hereinafter referred to as the company) the second meeting of the Fifth Board of directors was held on March 30, 2022 by means of on-site and communication voting. As an independent director of the company, based on independent judgment, it reviewed the profit distribution, funds occupied by related parties and other relevant proposals considered at this meeting of the board of directors of the company. In addition, we investigated the employment of the company’s part-time executives in the group and made the following independent opinions:
1、 On profit distribution and dividend distribution plan
The board of directors deliberated and approved the proposal on reviewing the company’s profit distribution and dividend distribution plan for 2021, and agreed to the company’s proposed profit distribution and dividend distribution plan for 2021, that is, to distribute dividends (including tax) of RMB 020371 per share to all ordinary shareholders based on the total share capital of 16165711425 shares at the end of 2021, totaling RMB 3293117074. After deliberation, it is considered that the company’s profit distribution policy in 2021 is conducive to ensuring the continuity and stability of dividend distribution policy, complies with the provisions of the company law, securities law and other relevant laws and China Communications Construction Company Limited(601800) articles of association, and does not damage the interests of the company and all shareholders.
2、 About funds occupied by related parties
The board of directors deliberated and approved the proposal on reviewing the special report on the occupation of funds by the company’s controlling shareholders and other related parties in 2021. There is no occupation of non operating funds by the company’s controlling shareholders and other related parties.
3、 Independent opinions on the employment of the company’s part-time executives in the group
During the reporting period, Mr. Wang Tongzhou, who once served as the president of the company, Mr. Wang Haihuai, the current president of the company, Mr. Wen gang and Mr. Wang Jian, the vice president of the company, were exempted from the restriction of part-time employment of senior executives with the consent of the CSRC. The independent directors of the company believe that Mr. Wang Tongzhou, the former president of the company, Mr. Wang Haihuai, the president of the company, Mr. Wen gang and Mr. Wang Jian, the vice presidents of the company, strictly abide by the commitments made by China Communications Construction Group Co., Ltd. to avoid horizontal competition during their concurrent positions as the general manager and deputy general manager of the controlling shareholder; The company’s independent shareholders and the board of directors are not loyal to the development of the listed company, which is not in line with the requirements of the company’s reform and management, and the company’s interests and interests of the small and medium-sized shareholders are not properly handled due to the diligent performance of the duties and responsibilities of the directors and the board of directors, which damages the interests of the listed company’s small and medium-sized shareholders.
4、 Independent opinion on continuous risk assessment report of CCCC Finance Co., Ltd
As a non bank financial institution, the business scope, business process and internal risk control system of CCCC Finance Co., Ltd. are strictly supervised by the China Banking and Insurance Regulatory Commission, and there is no damage to the rights and interests of the company and minority shareholders. We have not found any major defects in the risk management of CCCC Finance Co., Ltd. the risks of the related deposit and loan business between the company and CCCC Finance Co., Ltd. are controllable, and the risk assessment report is objective and fair. At the same time, the procedures for the board of directors to consider and vote on the above proposals are legal, and the related directors’ withdrawal from the consideration and voting of this proposal is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. Therefore, we agree to this motion.
5、 Independent opinion on China Communications Construction Company Limited(601800) 2021 annual internal control evaluation report
In accordance with the guidelines on the performance of duties of independent directors of listed companies, the guidelines on the promotion of internal control by independent directors of listed companies, and the working system of China Communications Construction Company Limited(601800) independent directors, we, as independent directors of China Communications Construction Company Limited(601800) reviewed the internal control evaluation report of China Communications Construction Company Limited(601800) 2021 reviewed at the second meeting of the Fifth Board of directors, and issued the following independent opinions:
1. The company’s 2021 internal control evaluation report objectively and comprehensively reflects the actual situation of the company’s internal control, and the internal control system meets the relevant requirements of the securities regulatory authority. We agree to the 2021 annual internal control evaluation report of the company.
2. The company has established a relatively perfect internal control system. All internal control systems meet the requirements of relevant laws and regulations, regulatory rules and the actual needs of the company’s production and operation management, and the company’s internal control system can be effectively implemented.
6、 Special instructions on the company’s guarantee
The external guarantee provided before 2021 has been disclosed in the previous annual report. The total amount of guarantee incurred during the reporting period (excluding the guarantee for subsidiaries) was RMB 0 million, and the total balance of guarantee at the end of the reporting period (excluding the guarantee for subsidiaries) was RMB 394022 million. The amount of guarantee to subsidiaries during the reporting period was 2033895 million yuan, and the balance of guarantee to subsidiaries at the end of the reporting period was 6943474 million yuan. The company has no overdue guarantee.
By the end of the reporting period, the amount of guarantee provided by the company for subsidiaries with a debt ratio of more than 70% was 3558152 million yuan. The guarantee provided by the company for subsidiaries with a debt ratio of more than 70% has fulfilled the approval procedures of the board of directors and the general meeting of shareholders in accordance with the provisions of the articles of association. After review, the independent opinions are as follows:
During the reporting period, the company strictly implemented the approval requirements of domestic and foreign securities regulatory authorities and local exchanges on external guarantee, did not provide external guarantee in violation of decision-making procedures, did not find any behavior damaging the rights and interests of the company and minority shareholders, and did not find any possible major risks. The company shall continue to strengthen management and actively monitor guarantee risks. For new external guarantees, the company shall continue to perform the approval and disclosure procedures in strict accordance with the relevant provisions of guarantee business.
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(there is no text on this page, which is the signature page of China Communications Construction Company Limited(601800) independent directors’ independent opinions on matters related to the second meeting of the Fifth Board of directors) signature of independent directors:
Liu Hui, Chen Yongde, Wu Guangqi
Zhou Xiaowen
March 30, 2022
