Ningbo Joyson Electronic Corp(600699)
On matters related to the 20th meeting of the 10th board of directors
Opinions of independent directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, as independent directors of the company, after carefully studying and verifying the relevant proposals and relevant materials provided by the company at the 20th meeting of the 10th board of directors, After careful consideration and based on the principles of fairness, impartiality and objectivity, we express the following independent opinions on relevant matters:
1、 Independent opinions on the by election of directors of the 10th board of directors of the company
After verification, Mr. Liu Yuan (director candidate) has the ability and conditions to perform his duties as a director in terms of qualification, and is competent for the duties of a director. He has not found any prohibition on holding a post or market entry punishment stipulated by the company law and the China Securities Regulatory Commission and Shanghai stock exchange, which has not been lifted, and is in line with the company law Provisions on the qualifications of non independent directors in relevant laws and regulations such as the guidelines for the selection and conduct of directors of listed companies of Shanghai Stock Exchange and the articles of association.
2、 Independent opinions on the appointment of senior managers of the company
After reviewing the personal resumes and other relevant materials of Mr. Liu Yuan and Mr. Yu Chaohui, we believe that the educational background, working experience, professional ability and professional quality of Mr. Liu Yuan and Mr. Yu Chaohui can meet the requirements of the post responsibilities employed. In addition, it is not found that the company law, the Listing Rules of Shanghai Stock Exchange and other laws, regulations, normative documents and the articles of association stipulate that they are not allowed to serve as senior managers; There is no case of being punished by the CSRC and other relevant departments or the stock exchange. The internal decision-making procedure of this appointment complies with the company law, the articles of association and other relevant provisions. We unanimously agree on the appointment of senior managers.
3、 Independent opinions on the guarantee provided by the company for subsidiaries
This guarantee is conducive to meeting the capital needs for the operation and development of the company's guaranteed subsidiaries, will not affect the independence and normal operation of the company, and will not damage the interests of the company and shareholders, which is in line with the overall interests of the company and shareholders. The guaranteed parties are all subsidiaries within the scope of the company's consolidated statements. The company can effectively control its daily business activities and decisions, and can timely grasp its credit status and performance ability. The guarantee risk exceeding the equity ratio is within the controllable range. The deliberation procedure of this guarantee complies with the relevant provisions of laws, regulations and the articles of association. Therefore, we agree to this guarantee and submit it to the general meeting of shareholders of the company for deliberation.
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Zhu Tian, Wei Yunzhu, Wei xuezhe
