Zhongyan Technology Co.Ltd(003001) independent director
Independent opinions on matters related to the 32nd meeting of the second board of directors
In accordance with the independent director rules of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association and other relevant provisions, we, as independent directors of Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as the "company"), based on the position of independent judgment, based on prudence Responsible attitude, after carefully reviewing the relevant materials of the meeting, we hereby express independent opinions on the relevant matters considered at the 32nd meeting of the second board of directors of the company as follows:
1、 Independent opinions on candidates for non independent directors and independent directors of the third board of directors in the general election
1. In accordance with the provisions of relevant laws and regulations, the company's procedures for convening the general election of the board of directors are legal and compliant;
2. Upon nomination by the board of directors and careful verification by the nomination committee of the board of directors, it is proposed to elect Mr. Wang Lijian, Mr. Wu Jianbo, Mr. Wu Siyu, Mr. Liu Jianguo and Mr. Niu Hui as candidates for non independent directors of the new board of directors; Nominated by the company's shareholder Shanghai Fosun high tech (Group) Co., Ltd. and carefully verified by the nomination committee of the board of directors, it is proposed to elect Mr. Zhou Jianhe as a candidate for non independent directors of the new board of directors; Upon the recommendation of the board of directors and careful verification by the nomination committee of the board of directors, it is proposed to elect Mr. Chen Tao, Mr. Gao average and Mr. Zhang Xinwei as independent director candidates for the new board of directors of the company. We agree that the nomination and voting procedures of director candidates for the new board of directors comply with the relevant provisions of the company law and the articles of association, which are legal and effective.
3. Through the verification of the personal resume, educational background and work experience of the nine candidates for directors, we agree that the qualifications of the candidates for directors of the new board of directors meet the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, There are no cases in which it is not allowed to be nominated as a director of a listed company as stipulated in the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and have not been punished by the CSRC and disciplined by the stock exchange in the past three years, nor have they been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, There is no clear conclusion; Not a dishonest person. Independent director candidates Mr. Gao average and Mr. Zhang Xinwei have obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. Mr. Zhang Xinwei is an accounting professional. Mr. Chen Tao, the candidate for independent director, has not obtained the qualification certificate of independent director, and has made a written commitment to participate in the latest independent director training organized by Shenzhen Stock Exchange and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange, which will not affect his qualification as an independent director.
4. Among the candidates for directors of the new board of directors of the company, the total number of directors concurrently serving as senior managers of the company does not exceed one-half of the total number of directors of the company, the number of independent directors is not less than one-third of the total number of directors of the company, and there is no situation that the term of office of independent directors of the company is more than six years.
In conclusion, we agree to the nomination of the above nine candidates for directors and agree to submit relevant proposals to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders' meeting can vote only if there is no objection.
Independent directors: Song Erxiang, Gao average and Zhang Xinwei February 15, 2022
