Leon Technology Co.Ltd(300603)
Independent directors’ opinions on the first meeting of the Fourth Board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant laws and regulations, As well as the provisions of the articles of association of Leon Technology Co.Ltd(300603) (hereinafter referred to as the “articles of association”) and the working rules of Leon Technology Co.Ltd(300603) independent directors, as independent directors of Leon Technology Co.Ltd(300603) (hereinafter referred to as the “company”), we, in the attitude of being responsible to the company, all shareholders and small and medium-sized investors, after reviewing relevant documents and materials, Express independent opinions on relevant matters of the first meeting of the Fourth Board of directors of the company:
1、 Independent opinions on matters related to the company’s appointment of senior managers and Secretary of the board of directors
After verification of the relevant materials provided by the board of directors of the company for the appointment of president, vice president, Secretary of the board of directors, chief financial officer and chief engineer, we believe that:
The nomination, deliberation and voting procedures of the employed personnel comply with the provisions of relevant laws and regulations and the articles of association, and the qualifications, educational background, professional ability and professional quality of the proposed personnel can meet the requirements of the post responsibilities, It is not found that the company law, the guidelines for self discipline and supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association stipulate that they are not allowed to serve as senior managers, and there is no case that they are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted, There is no case that Shenzhen Stock Exchange has publicly determined that it is not suitable to serve as senior managers of listed companies, nor has it been subject to any punishment and punishment by China Securities Regulatory Commission and Shenzhen Stock Exchange, nor is it a person subject to dishonesty.
We unanimously agree to appoint Mr. Zhou Lu as the president of the company, Mr. Wang Yi, Mr. Li GANGYE, Mr. Qian Guolai and Mr. Li Zhangqing as the vice president of the company, Ms. song Lili as the vice president and Secretary of the board of directors, Ms. Yao aibin as the vice president and chief financial officer of the company, and Mr. Tian Junfa as the chief engineer of the company.
2、 Independent opinions on the remuneration scheme of the company’s senior managers
The salary plan for senior managers formulated by the company is based on the salary level of the industry in which the company is located and combined with the actual operation of the company, which is suitable for the development stage and business task setting of the company. The salary scheme of senior managers fully reflects the incentive and restraint mechanism of the company’s existing salary management system, which can effectively stimulate the work enthusiasm and initiative of senior managers, and is conducive to the long-term operation and development of the company. The above matters do not harm the interests of the company and all shareholders, especially small and medium-sized investors. Relevant decision-making procedures and voting process shall comply with relevant national laws, regulations, normative documents and the provisions of the articles of association. To sum up, the independent directors of the company unanimously agreed to the remuneration plan for senior managers.
3、 Independent opinions on the realization of accounts receivable commitments for major asset restructuring and the compensation scheme for accounts receivable commitments and the repurchase and cancellation of corresponding compensation shares
After review, we believe that the plan is in line with the performance compensation agreement signed between the company and Jinpo and its concerted actors, and between the company and Qian Chifeng and its concerted actors. The repurchase and cancellation of compensation shares effectively safeguarded the interests of the company and all shareholders, and there is no behavior detrimental to the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, we unanimously agree on the realization of the commitment of accounts receivable in this major asset restructuring, the commitment compensation scheme of accounts receivable and the repurchase and cancellation of corresponding compensation shares, and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
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Independent director: Yao Wenying
Independent director: Luan Ling
Independent director: Guan Yong
February 14, 2022
