Anhui Construction Engineering Group Corporation Limited(600502) independent director
Independent opinions on matters related to the 2021 annual report of the company and the company
Special description of external guarantee in 2021
As an independent director of Anhui Construction Engineering Group Corporation Limited(600502) (hereinafter referred to as the company), we participated in the eighth meeting of the eighth board of directors of the company in accordance with the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the stock listing rules of Shanghai Stock exchange, the articles of association, the working system of independent directors of the company and other relevant provisions, Based on the attitude of seeking truth from facts, the company has reviewed the funds occupied by the controlling shareholders and other related parties, the external guarantee in 2021 and the profit distribution in 2021. The independent opinions are as follows:
1、 Special instructions and independent opinions on the occupation of funds by controlling shareholders and other related parties
We express the following opinions on the occupation of funds by related parties during the reporting period of the company: the company strictly implements the provisions of zjf [2003] No. 56 document, and there is no occupation of funds by controlling shareholders and other related parties at the end of the reporting period.
2、 Special description and independent opinions on the external guarantee of the company in 2021
According to the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), as an independent director of the company, we have carefully verified the external guarantee of the company with the attitude of being responsible to the company, all shareholders and investors, and made a special explanation on the external guarantee of the company based on the principle of independent and objective judgment, And expressed the following independent opinions:
During the reporting period, the company did not provide guarantee for any unit or individual other than the company, nor for the controlling shareholder and other related parties, any unincorporated unit or individual. The risk of external guarantee is controllable, in line with the overall interests of the company and the provisions of relevant laws and regulations, and there is no damage to the interests of the company or minority shareholders.
3、 Independent opinions on profit distribution in 2021
The company's profit distribution plan for 2021 is: Based on the total share capital registered on the date of equity distribution, the company will distribute cash of 2.5 yuan (including tax) for every 10 shares, and all the remaining undistributed profits will be carried forward to the next year without sending shares; The plan of converting capital reserve into share capital is no conversion. As of December 31, 2021, the total share capital of the company is 1721160272 shares. Based on this, the total profit distributed this time is 430290100 yuan.
39.27% of the net profit attributable to the shareholders of the listed company in 2021, meeting the requirements of the guidelines for cash dividends of listed companies of Shanghai stock exchange that the cash dividends shall not be less than 30% of the net profit attributable to the shareholders of the listed company in that year; The total amount of cash dividends distributed by the company from 2019 to 2021 exceeds 30% of the three-year average distributable profit, which is in line with the relevant provisions of the articles of association. The profit distribution plan of the company returns all shareholders with a high proportion of cash dividends, safeguarding the interests of investors.
4、 Independent opinions on using idle self owned funds to purchase short-term financial products
On the premise of not affecting normal business activities and fully controlling investment risks, the company uses its own idle funds to purchase short-term financial products with high safety, good liquidity and low risk, which is conducive to improving the use efficiency of its own idle funds and the economic benefits of the company. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
5、 Independent opinions on providing guarantees and related party transactions for some holding subsidiaries in 2022
The company has submitted the relevant materials of this connected transaction to us before the meeting. While reviewing the relevant documents, we asked the relevant departments and personnel of the company about relevant issues. Based on our independent judgment, we believe that in 2022, the company plans to provide affiliated guarantees or credit enhancement measures with a total amount of no more than 24.662 billion yuan for some holding subsidiaries, which is conducive to the normal development of its business and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders.
6、 Independent opinions on daily connected transactions in 2022
The company has submitted the relevant materials of this daily connected transaction to us before the meeting. While reviewing the relevant documents, we asked the relevant departments and personnel of the company about relevant issues. Based on our independent judgment, we believe that the daily related party transactions in 2022 are expected to be based on the needs of the company's production and operation. The price of related party transactions is fair and reasonable, which is in line with the interests of the company, does not damage the interests of minority shareholders, and will not affect the business independence of listed companies; At the same time, the company is required to strengthen the management of related party transactions to ensure the implementation of laws and regulations. 7、 Independent opinions on the provision for asset impairment
The company's provision for asset impairment this time is based on the principle of prudence and in accordance with the accounting standards for business enterprises and relevant accounting policies of the company, which is in line with the actual situation of the company and has performed the corresponding decision-making procedures. After the provision for asset impairment is withdrawn this time, it can truly and accurately reflect the company's financial situation and operating results, and there is no damage to the interests of the company and all shareholders. It is agreed that the company should withdraw the provision for asset impairment this time.
(there is no text on this page, which is the signature page of Anhui Construction Engineering Group Corporation Limited(600502) independent directors' independent opinions on matters related to the company's 2021 annual report and special instructions on the company's external guarantee in 2021) signature of independent directors:
(Lu Wei) (Sheng Mingquan) (Wang Jinlan)
March 29, 2022
