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Does the independent director's confirmation opinion on related party transactions need to be reviewed by the board of directors?
I. Explanation of Independent Directors of Nanjing Qixia Construction Co., Ltd. on agreeing to submit related party transactions to the Board of Directors for deliberation.
In 20 15, the company plans to continue to purchase aluminum alloy doors and windows, plastic steel doors and windows, etc. Purchase building materials such as paints, insulation materials, walls and tiles, and decoration from related party Nanjing Xingye Doors and Windows Co., Ltd.. From Nanjing Residential Products Exhibition Center and Nanjing Qixia Construction Group Building Materials Industry Co., Ltd., related parties Nanjing Dongfang Construction Supervision Co., Ltd. and Nanjing Xingye Real Estate Marketing Co., Ltd. (or its subsidiary Nanjing Yun Qi Real Estate Consultant Co., Ltd.
As the above related parties are all wholly-owned or holding subsidiaries of Nanjing Qixia Construction Group Co., Ltd., the controlling shareholder of the company, this transaction constitutes a related party transaction.
After reviewing related matters, we believe that the above related matters are conducted on the basis of fairness and mutual benefit. In view of this, we agree to submit the above related matters to the 32nd meeting of the 5th Board of Directors of the Company for deliberation.
Signature of independent director:
? 2065438+February 6, 2005
Two. Independent opinions of independent directors of Nanjing Qixia Construction Co., Ltd. on related party transactions
At the 32nd meeting of the 5th Board of Directors, the proposal of 20 15 daily connected transactions was considered. As the above matters constitute related party transactions, as independent directors of the company, we express our independent opinions on the above related party transactions as follows:
In 20 15, the company plans to continue to purchase aluminum alloy doors and windows, plastic steel doors and windows, etc. Purchase building materials such as paints, insulation materials, walls and tiles, and decoration from related party Nanjing Xingye Doors and Windows Co., Ltd.. From Nanjing Residential Products Exhibition Center and Nanjing Qixia Construction Group Building Materials Industry Co., Ltd., related parties Nanjing Dongfang Construction Supervision Co., Ltd. and Nanjing Xingye Real Estate Marketing Co., Ltd. (or its subsidiary Nanjing Yun Qi Real Estate Consultant Co., Ltd.
This related party transaction is conducted on the basis of fairness and mutual benefit. This transaction can guarantee the quality, timely supply and after-sales service of aluminum alloy doors and windows, plastic steel doors and windows, coatings, thermal insulation materials, wall tiles, decoration and other building materials needed for the company's project construction, and can guarantee the quality of engineering construction and sales-related services provided by related parties to the company, thus effectively ensuring the normal operation and residential quality of the company. Nanjing Dongfang Construction Supervision Co., Ltd. has high-quality engineering and technical personnel, which can provide high-quality and efficient services for the company's engineering construction quality and time limit control. The company can continue to provide engineering supervision services for the company through bidding. Nanjing Xingye Real Estate Marketing Co., Ltd. has high-quality marketing technicians who can provide high-quality consulting services according to the company's long-term development plan and ensure the company's brand building. The company reserves high-quality customers for a long time, builds a company resource platform, and combines market segmentation analysis to provide reference for early positioning and decision-making. This related party transaction is fair to listed companies and all shareholders, and there is no harm to the interests of minority shareholders. This transaction is in the interests of the company and all shareholders.
The Board of Directors reviewed the related party transaction, and related directors, Ms. Chen Xinghan and Mr. Fan abstained from voting. The other directors voted unanimously to pass the proposal. The voting procedure of related party transactions is legal and effective.
Signature of independent director:
? 20 15 February 12
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