Gem Co.Ltd(002340) independent director
Matters related to the 40th meeting of the 5th board of directors
Prior approval and independent opinions
In accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the relevant provisions of the articles of association, the working system of independent directors and other relevant systems, As an independent director of Gem Co.Ltd(002340) (hereinafter referred to as “the company”), we hereby express the following opinions on matters related to the 40th meeting of the Fifth Board of directors based on independent judgment:
1、 Independent opinions on the election of non independent directors of the sixth board of directors
The non independent director candidates nominated this time, Mr. Xu Kaihua, Ms. Wang Min, Mr. Zhou Bo and Ms. Wei Wei, have the qualifications of directors of listed companies as stipulated by laws and administrative regulations, have the necessary working experience to perform the duties of directors, meet other conditions stipulated in the articles of association, and the nomination procedure is legal and effective.
It is not found that the candidates for non independent directors are not allowed to serve as non independent directors of the company as stipulated in the company law of the people’s Republic of China, the articles of association and other laws and regulations and normative documents, and there is no situation that they are confirmed as prohibited from entering the market by the China Securities Regulatory Commission and the prohibition has not been lifted.
We unanimously agree on the nomination of candidates for non independent directors of the sixth board of directors of the company.
2、 Independent opinions on the election of independent directors of the sixth board of directors
Mr. Pan Feng and Mr. Liu Zhonghua, the candidates for independent directors nominated this time, meet the requirements of the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the articles of association and other relevant provisions, have independence and work experience necessary to perform the duties of independent directors, and the nomination procedure is legal and effective.
It is not found that the candidates for independent directors are not allowed to serve as independent directors of the company as stipulated in the company law of the people’s Republic of China, the articles of association and the rules for independent directors of listed companies, and there is no situation that they are confirmed as prohibited from entering the market by the China Securities Regulatory Commission and the prohibition has not been lifted.
We unanimously agree on the nomination of independent director candidates for the 6th board of directors of the company.
3、 Prior approval and independent opinions on daily connected transactions in 2022
1. Prior approval opinions of independent directors
(1) The expected daily related party transactions shall fulfill the examination and approval procedures and relevant information disclosure obligations in accordance with relevant regulations;
(2) Based on the principle of fair and fair operation of the company in 2022, the price of the related party transaction is determined according to the principle of fair and fair operation of the company, and the price is not found to be damaged by the related party transaction in 2022.
We agree to submit the proposal on the expected daily connected transactions in 2022 to the board of directors of the company for deliberation and disclosure in accordance with the regulations.
2. Independent opinions of independent directors
We have understood and verified the related party transactions that have occurred in 2021 and the daily related party transactions that are expected to occur in 2022, agreed that the company will have daily related party transactions within the framework of related party transactions in 2022, and expressed the following independent opinions: the daily related party transactions between the company and related parties are the transactions required for the company’s normal business, Meet the objective needs of the company’s normal production and operation. The pricing of this connected transaction is based on the market-oriented principle, fully reflects the principle of fairness and fairness, and will not cause adverse impact and loss to listed companies and small and medium-sized investors. The procedures for the board of directors to consider and vote on the proposal are legal and effective. This connected transaction will not bring significant uncertainty risk to the company’s continuous operation. We agree to this related party transaction.
At the same time, through the verification of the large difference between the actual situation and the expected situation of daily related party transactions, we believe that the explanation of the board of directors of the company on the large difference between the actual situation and the expected situation of daily related party transactions in 2021 is in line with the actual situation of the company. The transaction between the company and related parties is the normal production and operation behavior of the company, and the transaction follows the principles of fairness, impartiality and fairness According to the principle of openness, no behavior damaging the interests of the company and all shareholders was found. 4、 Independent opinions on purchasing directors, supervisors and senior managers’ liability insurance
After verification, we believe that the purchase of director supervisor liability insurance for the company and all directors, supervisors, senior managers and relevant responsible personnel is conducive to protecting the rights and interests of the company’s directors, supervisors, senior managers and relevant responsible personnel, promoting their better performance of their duties, improving the company’s risk management system and promoting the sound development of the company. The decision-making and deliberation procedures of this matter are legal and compliant, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, the company unanimously agreed to submit the matter to the general meeting of shareholders for deliberation.
Independent directors: Pan Feng, Liu Zhonghua, Wu Shujie February 16, 2022
