Cccg Real Estate Corporation Limited(000736)
Report on work of Mr. Liu Hongyue, an independent director in 2021
As an Cccg Real Estate Corporation Limited(000736) independent director, during my tenure in 2021, I earnestly performed my duties in strict accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the articles of association, the working system of independent directors of the company, the working system of annual report of independent directors of the company and other relevant provisions. The performance of duties in 2021 is reported as follows:
1、 Number of board meetings attended and voting
I attended 21 meetings of the board of directors in 2021. All of them attended in person according to the requirements of the meeting and voted on various proposals considered at the meeting. I carefully considered the proposal submitted to the board of directors, maintained full communication with the company’s management, actively participated in the discussion of various topics and put forward reasonable suggestions, exercised the voting right with a cautious attitude, and gave full play to the role of independent directors.
2、 Independent opinions
In 2021, on the basis of carefully reviewing the relevant proposals of the board of directors, I expressed independent opinions on the following matters as required:
(I) on January 13, 2021, at the 58th meeting of the eighth board of directors of the company, I made comments on the proposal on the loan amount from related parties, the proposal on providing guarantee amount for the project company, the proposal on providing financial assistance amount for the project company, and the proposal on providing financial assistance for the project company The proposal on jointly transferring the surplus funds of the project company with the partner issued an independent opinion.
(II) on January 22, 2021, at the 59th meeting of the eighth board of directors of the company, I expressed my independent opinions on the proposal on jointly transferring the surplus funds of the project company with the partners.
(III) on February 25, 2021, at the 60th meeting of the 8th board of directors of the company, I expressed my independent opinions on the proposal on providing financial assistance to the project company and the proposal on providing counter guarantee to related parties for Cccg Real Estate Corporation Limited(000736) issuing corporate bonds.
(IV) on March 12, 2021, at the 61st meeting of the 8th board of directors of the company, I expressed my independent opinions on the proposal on providing financial assistance to the project company.
(V) on March 30, 2021, at the 62nd meeting of the 8th board of directors of the company, I expressed my independent opinions on the proposal on related party transactions with related parties to jointly invest and establish the project company.
(VI) on April 13, 2021, at the 63rd meeting of the 8th board of directors of the company, I made comments on the company’s self-evaluation report on internal control in 2020, external guarantee matters in 2020, profit distribution plan in 2020, occupation of funds by controlling shareholders and other related parties, provision for credit impairment and asset impairment, related party transactions involving financial companies The independent opinions on the daily related party transactions expected in 2021 were agreed.
(VII) on April 28, 2021, at the 64th meeting of the 8th board of directors of the company, I gave my independent opinions on the proposal on the change of accounting policies and the proposal on transferring the surplus funds of the project company according to the equity ratio with the partner.
(VIII) on May 24, 2021, at the 65th meeting of the 8th board of directors of the company, I expressed my independent opinions on the proposal on related party transactions with related parties to jointly invest and establish the project company.
(IX) on June 7, 2021, at the 66th meeting of the 8th board of directors of the company, I gave my independent opinions on the proposal on the appointment of Mr. Wang Jianping as Cccg Real Estate Corporation Limited(000736) president and the proposal on the appointment of Mr. Sun Weidong as Cccg Real Estate Corporation Limited(000736) executive president, as well as the verification opinions on the resignation of the president.
(x) on June 10, 2021, at the 67th meeting of the 8th board of directors of the company, I made comments on the proposal on carrying out non-standard supply chain financial asset securitization business with Ping An Financial Management Co., Ltd., the proposal on carrying out non-standard supply chain financial asset securitization business with Centennial insurance asset Management Co., Ltd., and the proposal on related party transactions with related parties to jointly invest and establish a project company The proposal on providing counter guarantee to related parties for Cccg Real Estate Corporation Limited(000736) issuance of corporate bonds issued by Cccg Real Estate Corporation Limited(000736) issued independent opinions.
（11） On June 25, 2021, at the 68th Meeting of the 8th board of directors of the company, I gave my independent opinions on the proposal on providing financial assistance to the project company and the proposal on providing financial assistance to foreign companies by wholly-owned subsidiaries.
（12） On July 21, 2021, at the 69th meeting of the 8th board of directors of the company, I expressed my independent opinions on the proposal on foreign financial assistance provided by wholly-owned subsidiaries.
（13） On August 12, 2021, at the 70th meeting of the eighth board of directors of the company, I expressed my independent opinions on the proposal on providing financial assistance to the project company and the proposal on jointly transferring the surplus funds of the project company with partners.
（14） On August 24, 2021, at the 71st meeting of the 8th board of directors of the company, I made comments on the occupation of the company’s funds by the controlling shareholders and other related parties, external guarantees, related party transactions involving the financial company, the proposal on carrying out the asset securitization business of house purchase balance, the proposal on supporting the project company to carry out the asset securitization business of house purchase balance The proposal on foreign financial assistance provided by wholly-owned subsidiaries issued independent opinions. （15） On September 7, 2021, at the 72nd meeting of the 8th board of directors of the company, I expressed my independent opinions on the proposal on jointly transferring the surplus funds of the project company with partners, the proposal on providing financial assistance to the project company and the proposal on jointly reducing the capital of the project company with related parties.
（16） On September 27, 2021, at the 73rd meeting of the 8th board of directors of the company, I gave my independent opinions on the proposal on providing financial assistance to foreign companies by wholly-owned subsidiaries, the proposal on jointly transferring surplus funds of the project company with partners and the proposal on abandoning business opportunities of relevant projects.
（17） On November 26, 2021, at the 75th meeting of the 8th board of directors of the company, I made comments on the proposal on providing financial assistance to the project company, the proposal on jointly transferring the surplus funds of the project company with partners, and the proposal on jointly transferring the surplus funds of the project company with subsidiaries and partners The proposal on renewing the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution in 2021, the proposal on adjusting some contents of the financial service agreement signed with CCCC Finance Co., Ltd., the proposal on increasing the amount of daily connected transactions in 2021, and the proposal on carrying out the bill business of accounts receivable expressed their agreed independent opinions.
（18） On December 3, 2021, at the 76th meeting of the 8th board of directors of the company, I expressed my independent opinions on the proposal on appointing Mr. Xu Aiguo as Cccg Real Estate Corporation Limited(000736) executive president.
（19） On December 14, 2021, at the 77th meeting of the eighth board of directors of the company, I made comments on the proposal on providing guarantee limit for the project company, the proposal on borrowing limit from related parties, the proposal on assessment indicators and target values in 2021, and the proposal on the application of controlling shareholders for extending the performance period of commitment to avoid horizontal competition The motion on abandoning relevant business opportunities issued independent opinions.
（20） On December 28, 2021, at the 78th meeting of the 8th board of directors of the company, I gave my independent opinions on the proposal on Cccg Real Estate Corporation Limited(000736) risk assessment report on handling deposit and loan business in CCCC Finance Co., Ltd. and the proposal on Cccg Real Estate Corporation Limited(000736) deposit risk disposal plan in CCCC Finance Co., Ltd.
3、 Participation in the work of special committees of the board of directors
(I) during the reporting period, I convened and participated in 4 meetings of the audit committee of the board of directors of the company. During the 2020 financial report audit, we communicated with the annual audit certified public accountants for many times through e-mail, telephone and other forms, supervised the progress of the audit work, evaluated and summarized the work of the annual audit certified public accountants, and deliberated on the proposal to change the accounting policy and the proposal to withdraw the provision for asset impairment and credit impairment; In the review of the financial report of 2020, the financial report of the first quarter, the semi annual and the third quarter of 2021, he encouraged and performed his duties diligently, carefully reviewed the financial reports of each period of the company and issued review opinions.
(II) during the reporting period, I participated in two meetings held by the nomination committee of the board of directors of the company and deliberated on proposals such as nominating Mr. Wang Jianping as the candidate for Cccg Real Estate Corporation Limited(000736) president, Mr. Sun Weidong as the candidate for Cccg Real Estate Corporation Limited(000736) executive president and Mr. Xu Aiguo as the candidate for Cccg Real Estate Corporation Limited(000736) executive president.
(III) during the reporting period, I participated in one meeting of the remuneration and assessment committee of the board of directors of the company, and deliberated on the proposal of performance-based salary payment scheme for Cccg Real Estate Corporation Limited(000736) senior managers in 2020.
4、 In 2021, there was no proposal to convene the board of directors, propose to hire or dismiss accounting firms, and independently hire external audit institutions and consulting institutions.
5、 Other work done to protect the legitimate rights and interests of minority shareholders
As an independent director of the company, I faithfully perform my duties, actively understand the industry development and business dynamics of the company, promote the steady operation and standardized operation of the company, and earnestly urge the standardized and healthy operation of the company; Actively participate in the decision-making of major matters of the company, consult relevant documents in detail for the proposals submitted to the board of directors and professional committees for deliberation, use their own professional knowledge, exercise their voting rights independently, objectively and prudently, and promote the scientificity and objectivity of the decision-making of the board of directors; Attach importance to and pay attention to the company’s information disclosure, actively study relevant laws, regulations and rules, especially relevant laws and regulations related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, constantly deepen understanding and understanding, and effectively improve the ability to protect the interests of investors.
In 2022, I will continue to strengthen communication and cooperation with the company as required, faithfully, diligently and conscientiously perform the duties of independent directors, and earnestly safeguard the interests of the company and all shareholders, especially minority shareholders.
Independent director: Liu Hongyue
April 13, 2022
