Guangxi Liugong Machinery Co.Ltd(000528) independent director
Independent opinions on matters considered at the 40th (Interim) meeting of the 8th board of directors
The board of directors of Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as "the company") held the 40th (Interim) meeting of the eighth board of directors on December 13, 2021. As an independent director of the company, we reviewed the following proposals submitted to the meeting by the company in accordance with relevant laws, regulations, rules and regulatory provisions:
1. Proposal on the company's expected daily connected transaction quota in 2022;
2. Proposal on the change of the board of directors of the company and the election of non independent directors of the ninth board of directors;
3. Proposal on the change of the board of directors and the election of independent directors of the ninth board of directors;
We hereby express the following opinions on the above matters:
1、 Proposal on the company's expected daily connected transaction quota in 2022
We have no objection to the fairness of the company's estimated daily connected transaction quota in 2022. Related party transactions comply with relevant regulations, and the company agrees to the daily related party transaction limit in 2022. Directors associated with the related party Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Co., Ltd. and its subsidiaries, the company's joint-stock companies Guangxi Cummins Industrial Power Co., Ltd., Guangxi Liugong Machinery Co.Ltd(000528) Metso construction equipment (Changzhou) Co., Ltd. and Liuzhou ZF Machinery Co., Ltd. have avoided voting on the sub items of relevant proposals.
Agree to the proposal on the company's expected daily connected transaction quota in 2022 reviewed by the board of directors, and agree to submit the proposal to the third extraordinary general meeting of shareholders in 2021 for deliberation and approval, and the connected shareholders must avoid voting.
2、 Proposal on the change of the board of directors and election of non independent directors of the ninth board of directors and proposal on the change of the board of directors and election of independent directors of the ninth board of directors
As an independent director of the company, we have carefully verified the practice experience, industry experience, knowledge structure and work performance of non independent director candidates and independent director candidates of the ninth board of directors of the company, as well as the nomination process and procedures of the company: 1. The nomination and voting procedures of director candidates of the company comply with the company law, the articles of association and other relevant provisions; The nominees are nominated on the basis of fully understanding the nominees' educational background, professional experience and professional quality, and have obtained the consent of the nominees themselves.
Guangxi Liugong Machinery Co.Ltd(000528) opinions of independent directors
2. After reviewing the relevant resume materials of each director candidate, the director candidate nominated this time meets the qualifications of directors and independent directors required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange, and there is no situation that he is determined as a prohibited person in the market by the CSRC or the period of prohibition has not expired, There are no circumstances stipulated in the company law and the articles of association that a person may not serve as a director of the company.
3. Agree that Mr. Zeng Guangan, Mr. Zheng Jin, Mr. Huang Haibo, Mr. Wen Wu, Mr. Su Zimeng (external director), Mr. Dong Jiaxun (external director) and Mr. Wang Jiansheng (external director) are candidates for non independent directors of the ninth board of directors of the company, and submit them to the third extraordinary general meeting of the company in 2021 for election by cumulative voting system.
4. Agree that Mr. Li Jiaming, Ms. Chen Xueping, Mr. Deng tengjiang and Ms. Huang Zhimin are candidates for independent directors of the ninth board of directors of the company, and submit them to the third extraordinary general meeting of the company in 2021 for election by cumulative voting system.
Guangxi Liugong Machinery Co.Ltd(000528) opinions of independent directors
(there is no text on this page, which is the signature page of Guangxi Liugong Machinery Co.Ltd(000528) independent director's independent opinions on relevant deliberations of the 40th (Interim) meeting of the eighth board of directors.)
Guangxi Liugong Machinery Co.Ltd(000528) independent director:
Han Liyan, Zheng Yuhuang, Li Jiaming, Chen Xueping
December 13, 2021
