Shenzhen Prince New Materials Co.Ltd(002735)
Independent opinions of independent directors on matters related to the 31st meeting of the Fourth Board of directors
As an independent director of Shenzhen Prince New Materials Co.Ltd(002735) (hereinafter referred to as the “company”), in accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the articles of association of Shenzhen Prince New Materials Co.Ltd(002735) , working rules for independent directors and other relevant provisions of the company system, After careful consideration of various proposals considered at the 31st meeting of the Fourth Board of directors, based on independent judgment, the company expressed the following independent opinions on the following matters:
1、 Independent opinions on the change of the board of directors of the company and the nomination of candidates for directors
The Fourth Board of directors of the company has expired. The board of directors of the company nominated Wang Jinjun, Wang Wujun, Cheng Gang, Liu Dacheng, Wang Jingda, Cao yueyun and sun Jisha as candidates for directors of the Fifth Board of directors of the company, among which Wang Jingda, Cao yueyun and sun Jisha are candidates for independent directors of the Fifth Board of directors of the company. The nominees are nominated on the basis of fully understanding the educational background, professional experience and professional quality of the nominees. The nominees have the qualification and ability to serve as non independent directors and independent directors of the company, and have obtained the consent of the nominees themselves. The nomination and voting procedures comply with the company law and other relevant laws and regulations The provisions of normative documents, articles of association and other company systems are legal and effective. Candidates for non independent directors of the 5th board of directors of the company have strong professional background and rich practical work experience, are competent for the work of non independent directors, meet the qualifications of non independent directors, and are not allowed to serve as non independent directors of the company as stipulated in the company law and other relevant laws, regulations and normative documents, There is no case that it has been determined as a market prohibited person by the China Securities Regulatory Commission and has not been lifted, nor has it been subject to any punishment and punishment by the China Securities Regulatory Commission and the stock exchange. Independent director candidates Ms. Wang Jingda and Mr. Cao yueyun have obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. Ms. Wang Jingda is an accounting professional. Mr. Sun Jisha, an independent director candidate, has not obtained the qualification certificate of independent director, and has promised to participate in the latest independent director qualification training and obtain the qualification certificate of independent director, which will not affect his qualification as an independent director. The candidates for independent directors are not found to be prohibited from serving as independent directors of the company as stipulated in the company law, the rules for independent directors of listed companies and other relevant laws and regulations, normative documents, the articles of association and other company systems. The company shall submit the above information of independent director candidates to Shenzhen Stock Exchange, and submit it to the general meeting of shareholders for deliberation and voting after the Shenzhen Stock Exchange has no objection. In conclusion, we agree to nominate Wang Jinjun, Wang Wujun, Cheng Gang and Liu DA as candidates for non independent directors of the Fifth Board of directors of the company, agree to nominate Wang Jingda, Cao yueyun and sun Jisha as candidates for independent directors of the Fifth Board of directors of the company, and submit the above candidates to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on adjusting the remuneration of senior managers of the company
This adjustment of the remuneration of some senior managers of the company is made according to the salary level of the company’s industry, the market salary situation and the company’s business situation. It complies with the provisions of relevant national laws and regulations, normative documents and the articles of association. There is no damage to the interests of the company and shareholders, and the related directors have avoided voting on this matter. Therefore, the company agrees to adjust the remuneration of some senior managers this time. 3、 Independent opinions on leasing houses from related parties
The decision-making procedures of this connected transaction comply with the provisions of relevant laws and regulations, normative documents, articles of association and other company systems; The price of this connected transaction refers to the market price of the place where the house is located. The transaction price is fair and reasonable, and there is no damage to the interests of the company and the rights and interests of minority shareholders. Therefore, we agree that the company leases the house from related parties.
(there is no text below, which is the signature page for independent directors to express independent opinions)
(there is no text on this page, which is the signature page of Shenzhen Prince New Materials Co.Ltd(002735) independent directors’ independent opinions on matters related to the 31st meeting of the Fourth Board of directors.)
Independent director (signature):
Zhu Jianjun, Zhang Zixue
