Shenzhen Prince New Materials Co.Ltd(002735) : independent opinions of independent directors on matters related to the first meeting of the Fifth Board of directors

Shenzhen Prince New Materials Co.Ltd(002735)

Independent opinions of independent directors on matters related to the first meeting of the Fifth Board of directors

As an independent director of Shenzhen Prince New Materials Co.Ltd(002735) (hereinafter referred to as the “company”), in accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the articles of association of Shenzhen Prince New Materials Co.Ltd(002735) , working rules for independent directors and other relevant provisions of the company system, After careful consideration of various proposals considered at the first meeting of the Fifth Board of directors, based on independent judgment, the company expressed the following independent opinions on the following matters:

1、 Independent opinions on the appointment of senior managers by the company

According to relevant laws and regulations, normative documents and the company’s system, as an independent director of the company, we have obtained the consent of the employed person on the basis of fully understanding the comprehensive situation of the employed person’s educational background, professional experience and professional quality. The employed person has the qualification and ability to serve as senior management of the company. Make an independent, objective and impartial judgment on the matters related to the appointment of senior managers deliberated and adopted at this meeting, and express the following opinions:

1. The appointment of senior managers complies with the provisions of the company law and other relevant laws and regulations, normative documents, articles of association and other company systems, and the procedures are legal and effective;

2. The above-mentioned personnel have met the employment conditions specified in relevant laws and regulations and the articles of Association; There is no circumstance stipulated in the company law that the company is not allowed to be a senior manager of the company, nor is there any of the following circumstances:

(1) Administrative punishment by the CSRC in the last three years;

(2) In the past three years, it has been publicly condemned or criticized by Shenzhen stock exchange for more than three times;

(3) It is declared by the CSRC to be prohibited from entering the market and is still in the period of prohibition;

(4) Being publicly recognized by the stock exchange as unsuitable for serving as senior managers of listed companies;

(5) Unable to ensure that enough time and energy are invested in the company’s affairs and effectively perform the duties that senior managers should perform.

3. The appointment of senior managers does not harm the interests of the company and other shareholders.

4. It is agreed to reappoint Wang Jinjun as the president of the company, Wang Wujun, Cheng Gang and Deng Xipeng as the vice president of the company, Zhou Zhiyin as the vice president of the company, Bai Qiong as the Secretary and vice president of the board of directors and Qu Leming as the chief financial officer 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 Fifth Board of directors. (there is no text below, which is the signature page for independent directors to express independent opinions)

(there is no text on this page, which is the signature page of Shenzhen Prince New Materials Co.Ltd(002735) independent directors’ independent opinions on matters related to the first meeting of the Fifth Board of directors.)

Independent director (signature):

Wang Jingda, Cao Yue, yunsun Jisha

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