Nanjing Red Sun Co.Ltd(000525) opinions of independent directors
Nanjing Red Sun Co.Ltd(000525) independent director
Opinion letter on relevant matters of the first meeting of the ninth board of directors
In accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and other laws and regulations, normative documents, as well as the articles of association, the working system of independent directors and other relevant provisions, we, as independent directors of the ninth board of directors of Nanjing Red Sun Co.Ltd(000525) (hereinafter referred to as “the company”), are, Participated in the first meeting of the ninth board of directors held on February 10, 2022 in the conference room of the company at No. 18 Gutan Avenue, Gaochun Economic Development Zone, Nanjing. Independent opinions on relevant matters are as follows:
1、 Independent opinions on the election of the chairman of the ninth board of directors of the company
After understanding and reviewing Mr. Yang Xiu’s educational background, work experience, professional knowledge and skills and operation and management experience, we believe that he has the qualifications suitable for the post of chairman of the board of directors and meets the qualifications of chairman of the board of directors specified in laws and regulations and the articles of association. The election of the chairman of the board of directors complies with the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the articles of association. The procedures are legal and effective, and there is no damage to the interests of the company and shareholders.
Therefore, we unanimously agree to elect Mr. Yang Xiu as the chairman of the ninth board of directors of the company. 2、 Independent opinions on the election of the vice chairman of the ninth board of directors of the company
After understanding and reviewing Ms. Yang Chunhua’s educational background, professional experience and professional quality, we believe that she has the qualifications suitable for the post of vice chairman and meets the qualifications of vice chairman stipulated in laws and regulations and the articles of association. The election of the vice chairman complies with the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the articles of association. The procedures are legal and effective, and there is no damage to the interests of the company and shareholders.
Therefore, we unanimously agree to elect Ms. Yang Chunhua as the vice chairman of the ninth board of directors of the company. 3、 Independent opinions on the appointment of the company’s general manager, deputy general manager and other senior managers
After understanding and reviewing, Mr. Zhao fuming, the general manager and Wang Hongming, the deputy general manager to be appointed by the company
Nanjing Red Sun Co.Ltd(000525) opinions of independent directors
Mr. Zhang Lanping, Mr. Wu Zhonglu, Ms. Wu Min, Mr. Wang Guoping, Mr. Chen Zhizhong, Mr. Zhao Yong, chief financial officer and Ms. Wang Lu, Secretary of the board of directors. We believe that the above candidates have the business expertise, operation and management experience necessary to perform their duties, and there are no laws and regulations Circumstances under which senior management personnel are not allowed as stipulated in normative documents. The proposed candidates Mr. Wang Hongming, Mr. Zhang Lanping, Mr. Wu Zhonglu, Ms. Wu Min, Mr. Wang Guoping, Mr. Chen Zhizhong and Ms. Wang Lu have not been publicly condemned by the stock exchange or criticized in more than three circulars in the past three years, banned from the market or publicly determined to be unfit for the post. They are not dishonest Executees, Meet the qualifications required by the company law and other relevant laws and regulations and the articles of association, the employment procedures are legal and effective, and there is no damage to the interests of the company and shareholders.
The proposed candidate, Mr. Zhao fuming, has been publicly condemned by Shenzhen Stock Exchange in the past three years. The specific circumstances are as follows: Shenzhen Stock Exchange issued the decision on giving disciplinary sanctions to Nanjing Red Sun Co.Ltd(000525) and relevant parties on August 26, 2021, because Zhao fuming, the director and general manager of the company, is the main person in charge of the daily operation and management of the company, Failure to ensure the company’s standardized operation in accordance with the law, timely performance of information disclosure obligations, and failure to be diligent and conscientious have seriously violated the provisions of articles 1.4, 2.2, 3.1.5 and 3.1.6 of the stock listing rules (revised in November 2018) of Shenzhen Stock Exchange and articles 1.4, 2.2 and 3.1.5 of the stock listing rules (revised in 2020) of the exchange, Take important responsibility for the occupation of non operating funds by the controlling shareholder and its related parties, illegal external guarantee and untimely correction of performance forecast. Approved by the Disciplinary Committee of Shenzhen Stock Exchange, Zhao fuming, director and general manager, was publicly condemned.
The proposed candidate Mr. Zhao fuming has been included in the list of dishonest Executees for reasons other than personal liabilities. The specific circumstances are as follows: Ma’anshan Rural Commercial Bank Co., Ltd. filed a lawsuit against Nanjing First Pesticide Group Co., Ltd., Ma’anshan Kebang ecological fertilizer Co., Ltd Eight subjects including Red Sun Group Co., Ltd. applied for enforcement of the judgment on the dispute over the loan contract with Ma’anshan Rural Commercial Bank Co., Ltd. As the legal representative of Ma’anshan Kebang ecological fertilizer Co., Ltd., Mr. Zhao fuming was included in the list of dishonest Executees by Ma’anshan intermediate people’s court.
Mr. Zhao Yong, the proposed candidate, has been publicly denounced by Shenzhen Stock Exchange in the past three years
Nanjing Red Sun Co.Ltd(000525) opinions of independent directors
The specific situation is as follows: Shenzhen Stock Exchange issued the decision on disciplinary sanctions against Nanjing Red Sun Co.Ltd(000525) and relevant parties on August 26, 2021. As the specific person in charge of the company’s financial management, Zhao Yong, the company’s chief financial officer, failed to pay special attention to the outflow of internal financial funds of the company, and the funds of listed companies were occupied during his term of office, Failure to urge the company to amend the performance forecast in time as required has seriously violated the provisions of articles 1.4, 2.2 and 3.1.5 of the stock listing rules (revised in November 2018) and articles 1.4, 2.2 and 3.1.5 of the stock listing rules (revised in 2020), Take important responsibility for the non operating capital occupation of the controlling shareholder and its related parties and the untimely correction of the performance forecast. Approved by the Disciplinary Committee of Shenzhen Stock Exchange, Zhao Yong, chief financial officer, was publicly condemned.
We have reviewed the personal resume, educational background, work experience and professional quality of Mr. Zhao fuming and Mr. Zhao Yong. In view of Mr. Zhao fuming’s rich experience in the production, operation and management of the company and his familiarity with the relevant business of the company, Mr. Zhao Yong has rich management and business experience in the financial work of the company; At the same time, after being disciplined, Mr. Zhao fuming and Mr. Zhao Yong carefully learned lessons, actively rectified the company’s internal control process and increased the management of the company’s standardized operation; Moreover, Mr. Zhao fuming has never participated in the operation and management of Ma’anshan Kebang ecological fertilizer Co., Ltd. since he served as the general manager of the company. He was included in the list of dishonest Executees because he served as his legal representative, not because of Mr. Zhao fuming’s personal liabilities. In view of this, we believe that Mr. Zhao fuming is qualified and qualified to serve as the general manager of the company, and Mr. Zhao Yong is qualified and qualified to serve as the chief financial officer of the company. The appointment procedure is legal and effective, and the above appointment will not affect the standardized operation of the company and will not damage the interests of the company and shareholders. In conclusion, we agree to appoint Mr. Zhao fuming as the general manager, Mr. Wang Hongming, Mr. Zhang Lanping, Mr. Wu Zhonglu, Ms. Wu Min, Mr. Wang Guoping and Mr. Chen Zhizhong as the deputy general manager, Mr. Zhao Yong as the chief financial officer and Ms. Wang Lu as the Secretary of the board of directors.
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Nanjing Red Sun Co.Ltd(000525) opinions of independent directors
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independent director:
Wu Xuemin, Feng Liyan and Yan Zhen
February 10, 2022
