Shanghai Construction Group Co.Ltd(600170)
Independent opinions of independent directors on relevant matters
Shanghai Construction Group Co.Ltd(600170) the 17th meeting of the 8th board of directors was held on April 15, 2022 to consider the company’s 2021 annual report, annual daily related party transactions, guarantees, renewal of annual audit institution, annual internal control report, annual profit distribution plan and other matters. As an independent director of the company, based on our independent judgment, we express the following independent opinions on the relevant matters considered at this meeting:
1、 Independent opinions on the occupation of funds by related parties in 2021
The company strictly implements the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the articles of association, and formulates relevant internal control systems to strictly prevent the occupation of funds by listed companies. During the reporting period, the company, its subsidiaries and related parties did not find any non operating occupation of the company’s funds and assets by the controlling shareholders, except for the capital transactions of related party transactions conducted in accordance with the principles of fair and just market.
2、 Independent opinions on the situation of connected transactions in 2021 and the prediction of daily connected transactions in 2022
Based on the needs of maintaining normal production and operation, the company carries out daily connected transactions with the controlling shareholders and their subordinate enterprises. We have reviewed the report on the implementation of daily connected transactions in 2021 and the forecast report of daily connected transactions in 2022 in advance and agreed to submit the report to the board of directors and the general meeting of shareholders of the company for deliberation.
After reviewing relevant materials and communicating with the management, we believe that the daily connected transactions of the company in 2021 are within a reasonable range. “Prediction of daily connected transactions in 2022” can reasonably predict the possible daily connected transactions in this year. The prediction and pricing of the amount of daily connected transactions in 2022 are carried out in accordance with the principles of honesty and trustworthiness and openness, impartiality and fairness. It is the normal production and operation needs of the company and is conducive to the smooth implementation of the company’s production and operation plan in 2022, It will not damage the legitimate interests of the company, minority shareholders and non affiliated shareholders.
3、 Special instructions and independent opinions on the company’s external guarantee in 2021 and the guarantee amount and authorization in 2022
By the end of 2021, the company’s guarantee for its subsidiaries in the guarantee period totaled 51.736 billion yuan, including 23.809 billion yuan of financing guarantee, 04 million yuan of counter guarantee for bid guarantee, 24.274 billion yuan of counter guarantee for performance guarantee, 3.508 billion yuan of counter guarantee for advance collection refund guarantee and 141 million yuan of counter guarantee for project quality guarantee period. The survival guarantee of Tianjin housing construction and Development Group Co., Ltd. and its subsidiaries is 2.376 billion yuan; The guarantee for the survival of its subsidiaries is 2.57 billion yuan. The above guarantee is lower than the annual guarantee plan approved by the company’s 2020 annual general meeting of shareholders.
In order to meet the company’s production, operation and financing needs, the company plans to provide a guarantee with a total amount of no more than 99.425 billion yuan to enterprises directly or indirectly invested within the scope of the company’s consolidated statements in 2022 (including 98.683 billion yuan for holding subsidiaries and 842 million yuan for joint ventures); Tianjin housing construction and Development Group Co., Ltd. (or its subsidiaries) provides 2.3 billion yuan guarantee for its subsidiaries.
We believe that the guarantee within the above limit is necessary for the normal production and operation of the company. Authorizing the company’s management to approve such guarantees helps to improve work efficiency, meet the needs of market competition, and the overall risk is controllable. We agree to submit relevant proposals to the board of directors and the general meeting of shareholders for deliberation.
4、 Independent opinion on the company’s renewal of annual audit institution
In view of the fact that Lixin Certified Public Accountants (special general partnership) has the corresponding professional qualification and competence, has a large number of audit experience in listed companies, has the professional ability, investor protection ability, integrity status and independence competent for the company’s annual audit, and the cost is reasonable, it is agreed that the company will continue to hire Lixin certified public accountants as the company’s annual audit institution in 2022 (including financial audit and internal control audit), And submit it to the board of directors and the general meeting of shareholders for deliberation.
5、 Comments on the company’s independent report on internal control in 2021
In 2021, the company continued to take improving internal control as the core, further promoted the construction and improvement of risk control system, and hired an accounting firm to carry out internal control audit. After review, the company’s 2021 internal control evaluation report is true and effective, and no major defects in the design or implementation of the company’s internal control system are found. Lixin certified public accountants firm hired by the company has audited the effectiveness of internal control related to the company’s financial report and issued a standard unqualified audit opinion.
6、 Independent opinions on the implementation of the company’s profit distribution policy
During the reporting period, the company implemented the profit distribution in 2020, and the implementation plan is consistent with the resolution of the company’s 2020 general meeting of shareholders.
The cash dividend to be distributed in the profit distribution plan of the company in 2021 reaches more than 30% of the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in that year, which meets the requirements of the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for cash dividends of listed companies of Shanghai Stock Exchange issued by the CSRC, Comply with the profit distribution policy determined in the articles of association and the shareholder return plan for the next three years (20192021). We agree to submit the plan to the board of directors and the general meeting of shareholders for deliberation.
(this page is the signature page of Shanghai Construction Group Co.Ltd(600170) independent directors’ independent opinions on relevant matters, without text)
Signature of independent director expressing opinions:
Hu Yiming:
Liang Weibin:
Li Ming:
April 15, 2022
