Gree Real Estate Co.Ltd(600185) independent director
Independent opinions on matters related to the 24th Meeting of the seventh board of directors, as independent directors of the company in accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange and other laws and regulations and the relevant provisions of the articles of association of the company, We hereby express the following opinions on the relevant matters considered at the 24th Meeting of the seventh board of directors of the company:
1、 Independent opinions on the company’s guarantee for its holding companies in 2022
The estimated guarantee amount of the company is mainly based on the needs of the production and operation of its holding company, which is conducive to promoting the sustainable and stable development of the company, the risk of guarantee behavior is controllable, and there is no situation that damages the interests of the company and all shareholders. The independent directors of the company have no objection to the estimated guarantee amount.
2、 Independent opinions on mutual guarantee between holding companies of the company in 2022
The estimated guarantee amount of the company is mainly based on the needs of the production and operation of its holding company, which is conducive to promoting the sustainable and stable development of the company, the risk of guarantee behavior is controllable, and there is no situation that damages the interests of the company and all shareholders. The independent directors of the company have no objection to the estimated guarantee amount.
3、 Independent opinions on the company’s sixth employee stock ownership plan
1. The contents of the sixth phase of the company’s employee stock ownership plan comply with the provisions of the company law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and other relevant laws and regulations, which is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders.
2. The company’s implementation of the sixth employee stock ownership plan is conducive to establishing and improving the benefit sharing and risk sharing mechanism between employees and all shareholders, improving the level of corporate governance, enhancing the cohesion and competitiveness of employees, fully mobilizing the enthusiasm and creativity of employees, and attracting and retaining excellent management talents and business backbone.
3. The sixth employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no case of forcing employees to participate by means of apportionment, forced distribution, etc.
To sum up, the company is approved to implement the sixth employee stock ownership plan.
4、 Independent opinions on cancellation of second repurchase shares
The company changed the purpose of the second share repurchase to cancel and reduce the registered capital accordingly, which complies with the company law, the detailed rules for the implementation of share repurchase by listed companies on Shanghai Stock Exchange and other relevant provisions, the voting procedures comply with the provisions of laws, regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders; The company’s change in the purpose of share repurchase is in line with the company’s development strategy and business plan, and will not have a significant impact on the company’s business activities, financial status and future development, and will not affect the company’s listing status. To sum up, we agree to this motion.
5、 Independent opinions on daily connected transactions in 2022
1. With regard to the daily related party transactions expected in 2022, we believe that the principles of fairness, impartiality, voluntariness and integrity are followed, and there is no situation that damages the interests of the company and minority shareholders.
2. The contents and decision-making procedures of this connected transaction comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange and other relevant laws and regulations and the articles of association of the company.
3. When the board of directors votes on this connected transaction, the connected directors avoid voting, and other non connected directors participate in voting to agree to the proposal of this connected transaction. The voting procedures comply with the provisions of relevant laws and regulations. 4. After the completion of this related party transaction, it will further promote the development of the company and meet the needs of the company’s future operation and management.
5. Agree to this connected transaction.
6、 Independent opinions on the application of the company (including its holding company) for loan limit from related parties in 2022
1. In 2022, the interest rate of the company (including its holding company) applying for loans from related parties is determined with reference to the market interest rate. We believe that the principles of fairness, impartiality, voluntariness and integrity are followed, and there is no situation that damages the interests of the company and other minority shareholders.
2. The contents and decision-making procedures of this connected transaction comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange and other relevant laws and regulations and the articles of association of the company.
3. When the board of directors votes on this connected transaction, the connected directors avoid voting, and other non connected directors participate in voting to agree to the proposal of this connected transaction. The voting procedures comply with the provisions of relevant laws and regulations. 4. After the completion of this related party transaction, it will further promote the development of the company and meet the needs of the company’s future development planning and operation management.
5. Agree to this connected transaction.
Independent directors: Fang Junxiong, Zhao Yang, Wang Yakang
January 25, 2022
