Cccg Real Estate Corporation Limited(000736) opinions of independent directors
As an independent director of Cccg Real Estate Corporation Limited(000736) (hereinafter referred to as ” Cccg Real Estate Corporation Limited(000736) “), I hereby express my independent opinions on the relevant matters considered at the third meeting of Cccg Real Estate Corporation Limited(000736) the ninth board of directors in accordance with the rules for independent directors of listed companies, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the CSRC:
1、 Opinions on self-evaluation of the company’s internal control
Following the basic principles of internal control and according to its actual situation, the company has established a relatively sound internal control system and formulated a relatively perfect and reasonable internal control system. Various internal control systems have been well implemented in production and operation, financial management, information disclosure and other links. According to the identification standard of internal control defects, the company conducted a serious self-evaluation on the internal control during the reporting period.
We believe that the company’s self-evaluation report on internal control in 2021 can truly, accurately and objectively reflect the actual situation of the company’s internal control.
2、 Independent opinions on external guarantees of the company in 2021
After reviewing the external guarantees provided by the company, the review and decision-making procedures of the company’s external guarantees during 2021 comply with the provisions of laws and regulations and the articles of association, and there is no guarantee for the controlling shareholders and their subsidiaries. By the end of the reporting period, the company had no overdue guarantee and no external guarantee involving litigation and arbitration.
3、 Independent opinions on profit distribution in 2021
The profit distribution plan of CCCC real estate in 2021 is: Based on the total share capital at the end of the year
695433689 shares as the base, 0.4 yuan (tax included) cash dividend will be distributed for every 10 shares, 0 bonus shares will not be given, and capital reserve will not be converted into share capital. We believe that the above profit distribution plan is put forward on the basis of comprehensively considering the return to all shareholders of the company and the long-term development capital needs of the company, which is conducive to the normal operation and long-term development needs of the company, and there is no damage to the interests of investors. We agree to the above profit distribution plan. It is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the occupation of funds by controlling shareholders and other related parties
After reviewing the company’s 2021 financial report and the audit results of Ernst & Young Huaming Certified Public Accountants (special general partnership), the company did not provide funds to the controlling shareholders and other related parties during the reporting period. We agree with the audit results of Ernst & Young Huaming Certified Public Accountants (special general partnership) on the occupation of funds by controlling shareholders and other related parties.
5、 Independent opinions on the provision for credit impairment and asset impairment
The company’s provision for asset impairment this time complies with the principle of prudence, the standard and basis of provision are reasonable and sufficient, comply with the provisions of relevant accounting standards and accounting systems, and the internal decision-making procedures are legal and compliant; After the provision for asset impairment is made this time, the company’s financial information can objectively and fairly reflect the company’s asset status and help to provide investors with more authentic, reliable and accurate accounting information; The provision for asset impairment this time does not harm the interests of the company and all shareholders. We agree to withdraw the provision for asset impairment this time.
6、 Independent opinions on related party transactions involving financial companies
After reviewing the information provided by the company’s management, CCCC Finance Co., Ltd. (hereinafter referred to as “finance company”) has a legal and valid financial license and business license of enterprise legal person; It is not found that the financial company violates the provisions of the measures for the administration of enterprise group financial companies issued by Bank Of China Limited(601988) industry supervision and Administration Commission, and the asset liability ratio of the financial company meets the requirements of the measures; Since its establishment, the financial company has operated in strict accordance with the provisions of the measures for the administration of enterprise group financial companies, and there are no major defects in the risk management of the financial company Cccg Real Estate Corporation Limited(000736) when the board of directors deliberated on the risk continuous assessment report of Cccg Real Estate Corporation Limited(000736) handling deposit and loan business in CCCC Finance Co., Ltd., the related directors avoided voting, and the deliberation and decision-making procedures of this proposal comply with laws and regulations.
7、 Independent opinions on the proposal on daily connected transactions expected in 2022
Cccg Real Estate Corporation Limited(000736) and its subordinate project companies are expected to have daily related party transactions with subordinate enterprises of China Communications Construction Group Co., Ltd. in 2022, accounting for about 56.6 million yuan, accounting for 1.74% of the net assets attributable to the parent company at the end of 2021. Through communication with the company’s management and consulting the relevant materials provided by the company, we believe that the estimated related party transactions in Cccg Real Estate Corporation Limited(000736) 2022 are formed according to the company’s business characteristics and actual business development needs, which is conducive to meeting the company’s normal production and operation needs; The related parties have corresponding qualifications and professionals, can ensure the smooth implementation of the transaction and have the ability to perform the contract; The price of related party transactions is determined according to the market situation and actual situation, and will not have a significant impact on Cccg Real Estate Corporation Limited(000736) business development and financial status. When the board of directors deliberated on the above matters, the related directors avoided voting. The deliberation and decision-making procedures of the above matters comply with the provisions of laws and regulations, and there is no damage to the interests of minority shareholders. We agree with the voting results of the board of directors on the proposal on daily connected transactions expected in 2022.
Independent directors: Liu Hongyue, Tang Guoping, Tan Jinghui
April 13, 2022
