China Camc Engineering Co.Ltd(002051) : opinions of independent directors

China Camc Engineering Co.Ltd(002051) opinions of independent directors

China Camc Engineering Co.Ltd(002051) opinions of independent directors

In accordance with the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the working system of China Camc Engineering Co.Ltd(002051) independent directors, as independent directors of China Camc Engineering Co.Ltd(002051) , we express the following independent opinions on the following matters:

1、 Special opinions on the difference between the estimated amount and the actual amount of the company’s daily connected transactions in 2021

1. The fifth meeting of the seventh board of directors of the company deliberated and approved the proposal on the company’s connected transactions in 2021, and the 13th meeting of the seventh board of directors adjusted the above proposal. It is estimated that the total amount of the company’s daily connected transactions in 2021 is 337657200 yuan, which is agreed to be within the total amount of connected transactions approved by the board of directors, Make reasonable adjustments to the daily related party transactions in 2021 according to the progress and needs of relevant projects. The total amount of daily related party transactions actually occurred in 2021 was 162.657 million yuan, which was 51.83% lower than the total amount approved by the board of directors. The actual occurrence of the above daily connected transactions meets the actual operation and business development needs of the company.

2. The estimated daily connected transaction limit of the company is the upper limit of the possible business of both parties, including the expected amount of the signed contract, the expected amount of the signed contract, the expected amount of the supplementary agreement, and the expected amount of the unsigned contract. The actual amount is determined according to the actual contract amount signed by both parties and the implementation progress, with great uncertainty. Affected by the covid-19 epidemic, the business implementation is blocked, resulting in the actual amount lower than the expected amount. 3. The board of directors of the company reviewed the actual situation of the company’s daily connected transactions in 2021 and confirmed that they were legal and compliant, and the actual situation met the needs of the company’s actual operation and business development.

China Camc Engineering Co.Ltd(002051) opinions of independent directors

The transaction follows the principles of openness, fairness and impartiality, is fair and reasonable, and does not harm the interests of the company and minority shareholders.

2、 Independent opinions on daily connected transactions in 2022

The company’s transactions of purchasing goods, receiving labor services, selling goods and providing labor services to related parties are conducive to the implementation and development of the company’s engineering contracting, consulting design, equipment manufacturing and other businesses, and are the objective needs of the company’s business development; The daily related party transactions of the company’s house leasing are to meet the needs of business development and daily production and operation. The transaction price follows the principles of openness, fairness, impartiality and market-oriented pricing. When voting on the proposal, the related directors avoided voting and implemented the relevant avoidance voting system. The trading and decision-making procedures comply with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, comply with the interests of the listed company and all shareholders, and do not damage the interests of the company and other shareholders, especially small and medium-sized shareholders and non affiliated shareholders. The proposal on the company’s daily connected transactions in 2022 deliberated at the 17th meeting of the seventh board of directors is legal, and the deliberation and voting procedures comply with relevant regulations, which is legal and effective. Therefore, we agree with the voting results of the above proposals at the meeting of the board of directors.

Independent directors: Li Guoqiang, Li Xuhong, Xin Xiuming

January 18, 2002