Proposal of independent directors on the first interim Board of directors in 2022
separate opinion
Bohai Leasing Co.Ltd(000415) (hereinafter referred to as “the company”) the first interim Board of directors in 2022 was held by means of communication on February 15, 2022. In accordance with the relevant provisions of the standards for the governance of listed companies, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association and the working system of independent directors, as independent directors of the company, we reviewed the relevant proposals considered by the company’s first interim board of directors in 2022. After reviewing relevant documents and due diligence, Based on our independent judgment, we express the following opinions:
1、 Independent opinions on the proposal on hiring the company’s 2021 financial audit institution and the proposal on hiring the company’s 2021 internal control audit institution
The company plans to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) (hereinafter referred to as “Ernst & Young Huaming”) as the company’s financial audit institution and internal control audit institution in 2021.
After verification, Ernst & Young Huaming complies with the regulatory provisions in terms of professional qualification, independence, professional competence, investor protection ability and integrity, and the relevant decision-making procedures for the company to appoint an accounting firm comply with the company law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions. Employing Ernst & Young Huaming as the company’s audit institution is conducive to ensuring the quality of the company’s audit work and protecting the interests of the company and other shareholders, especially the interests of minority shareholders. We agreed to hire an Yonghua Ming as the company’s financial audit institution and internal control audit institution in 2021, and agreed to submit relevant proposals to the company’s general meeting of shareholders for deliberation. 2、 Independent opinions on the proposal on electing non independent directors of the 10th board of directors of the company
Mr. Zhuo Yiqun, the director of the company, resigned as a director due to work adjustment. After being recommended by the shareholder HNA Capital Group Co., Ltd. and reviewed and approved by the nomination committee of the board of directors, it is proposed to elect Mr. Zhang can as a candidate for non independent director of the 10th board of directors of the company. This nomination procedure is legal and effective.
After careful examination of the personal resume and other relevant materials of Mr. Zhang can, the candidate for non independent director of the company, Mr. Zhang can is not allowed to serve as a director according to the company law, the articles of association and other regulations, nor is he determined to be a market prohibited person by the CSRC and the prohibition has not been lifted. Mr. Zhang can meets the qualifications for serving as a non independent director of a listed company, Be able to meet the requirements of job responsibilities.
We agree to nominate Mr. Zhang can as a candidate for non independent directors of the 10th board of directors of the company and agree to submit the proposal on electing non independent directors of the 10th board of directors to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the proposal on the appointment of deputy managers of the company
The board of directors of the company plans to appoint Mr. Tong Zhisheng as the deputy manager of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the 10th board of directors of the company.
After careful review, we believe that Mr. Tong Zhisheng is not prohibited from serving as the company’s senior management according to the company law and other laws and regulations and the articles of association, and his educational background, work experience and professional ability are competent for the responsibilities of the position he is employed. The nomination and appointment procedures for the appointment of deputy managers by the board of directors of the company comply with the relevant provisions of the company law, the articles of association and relevant laws and regulations, and there is no situation damaging the interests of shareholders. We unanimously agree to appoint Mr. Tong Zhisheng as the deputy manager of the company.
Independent directors: Zhuang Qishan, Ma Chunhua, Liu Chao
February 15, 2022
