Jiangsu Zhongnan Construction Group Co.Ltd(000961) independent director
Independent opinions on matters related to the 23rd Meeting of the 8th board of directors
In accordance with the rules for independent directors of listed companies issued by the China Securities Regulatory Commission, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association of Jiangsu Zhongnan Construction Group Co.Ltd(000961) (hereinafter referred to as the “company”), the working rules for independent directors and other relevant provisions, we, as independent directors of the eighth board of directors of the company, based on an independent and objective position, Express the following independent opinions on the matters considered at the 23rd Meeting of the 8th board of directors of the company:
1、 Proposal on reviewing the proposal of the controlling shareholders’ general meeting
The controlling shareholder Zhongnan Urban Construction Investment Co., Ltd. (hereinafter referred to as “Zhongnan urban investment”) meets the proposal qualification of the general meeting of shareholders as stipulated in the articles of association. The proposal on extending the implementation period of the shareholding increase plan of controlling shareholders prepared to be submitted to the general meeting of shareholders by Zhongnan Urban Investment Co., Ltd. has clear topics and specific resolutions. Within the scope of functions and powers of the general meeting of shareholders, in line with laws and regulations, the articles of Association and other relevant provisions, considering the relevant proposals is conducive to protecting the interests of the company and other shareholders, and agrees to submit the relevant proposals to the general meeting of shareholders for deliberation.
2、 Proposal on providing guarantee for Pingjia Shenzhen and other companies
Providing guarantee for relevant companies is the need of the company’s development, and the guaranteed object is not the subject of breach of faith responsibility. At present, the relevant companies operate normally and have strong solvency. The guarantee does not increase the company’s risk. The company will protect the rights and interests of the company by taking measures such as requiring other shareholders of the guaranteed object to provide guarantee in proportion or providing counter guarantee to the company, and the guarantee risk is controllable. The provision of guarantee does not harm the interests of all shareholders, including minority shareholders, and agrees to submit relevant proposals to the general meeting of shareholders for deliberation.
3、 Proposal on providing guarantee for Xingzhong project
Providing guarantee to the company is really the need of the company’s development, and the guaranteed object is not the subject of breach of faith responsibility. At present, the company operates normally and has strong solvency. The guarantee does not increase the company’s risk. While the company provides full guarantee, the shareholders of related parties also provide full guarantee, which is fair and equal. When considering relevant matters, the related directors avoided voting, and the procedures were legal and compliant. The provision of guarantee does not harm the interests of all shareholders, including minority shareholders, and agrees to submit relevant proposals to the general meeting of shareholders for deliberation.
Independent director: Huang Feng
Cao Yitang
Shi Jun
Hou Qicai
January 20, 2002
