Securities code: Shenzhen Jingquanhua Electronics Co.Ltd(002885) securities abbreviation: Shenzhen Jingquanhua Electronics Co.Ltd(002885)
Shenzhen Jingquanhua Electronics Co.Ltd(002885)
Independent directors’ opinions on the 24th Meeting of the third board of directors
Independent opinions on relevant matters
As an independent director of Shenzhen Jingquanhua Electronics Co.Ltd(002885) (hereinafter referred to as the “company”), in accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association, we With a responsible attitude towards all shareholders and investors, we have carefully reviewed the relevant proposals of the 24th Meeting of the third board of directors of the company. After reading the relevant materials and understanding the relevant situation provided by the company, and based on the position of independent judgment, we express the following opinions:
1、 Independent opinions on the general election of the board of directors
The third board of directors of the company has expired. The board of directors of the company nominated Zhang lipin, Qi Siming, Ju Wanjin, Wang Zhaohua, Li Zhangong, Zhang Liyang, Li Zhuoying, Dong Xiuqin and Hu Zongbo as candidates for directors of the Fourth Board of directors of the company, among which Li Zhuoying, Dong Xiuqin and Hu Zongbo are candidates for independent directors of the Fourth Board of directors of the company. The nominees are nominated on the basis of fully understanding the educational background, professional experience and professional quality of the nominees. The nominees have the qualification and ability to serve as non independent directors and independent directors of the company, and have obtained the consent of the nominees themselves. The nomination and voting procedures comply with the company law and other relevant laws and regulations The provisions of normative documents, articles of association and other company systems are legal and effective.
The candidates for non independent directors of the 4th board of directors of the company have strong professional background and rich practical work experience, are competent for the work of non independent directors, meet the qualifications of non independent directors, and are not allowed to serve as non independent directors of the company as stipulated in the company law and other relevant laws, regulations and normative documents, There is no case that it has been determined as a market prohibited person by the China Securities Regulatory Commission and has not been lifted, nor has it been subject to any punishment and punishment by the China Securities Regulatory Commission and the stock exchange.
Independent director candidates Li Zhuoying and Dong Xiuqin of the Fourth Board of directors of the company have obtained the qualification certificate of independent director recognized by China Securities Regulatory Commission. Mr. Hu Zongbo has not obtained the qualification certificate of independent director. He has made a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange. The candidates for independent directors are not found to be prohibited from serving as independent directors of the company as stipulated in the company law, the measures for the filing of independent directors of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents, the articles of association and other company systems. The company shall submit the information of the above independent director candidates to Shenzhen stock exchange for approval
Securities code: Shenzhen Jingquanhua Electronics Co.Ltd(002885) securities abbreviation: Shenzhen Jingquanhua Electronics Co.Ltd(002885)
After the exchange has no objection, it shall be submitted to the general meeting of shareholders for deliberation and voting.
In conclusion, we agree to nominate Zhang lipin, Qi Siming, Ju Wanjin, Wang Zhaohua, Li Zhangong and Zhang Liyang as candidates for non independent directors of the Fourth Board of directors of the company, and agree to nominate Li Zhuoying, Dong Xiuqin and Hu Zongbo as candidates for independent directors of the Fourth Board of directors of the company and submit them to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the remuneration scheme of the fourth directors and supervisors of the company
The remuneration scheme of the fourth directors and supervisors of the company is formulated according to the remuneration level of the company’s industry and enterprises of the same scale and in combination with the actual operation of the company. The remuneration standard is reasonable and there is no damage to the interests of the company and shareholders. The directors and supervisors of the company have played an active role and worked hard in improving the standardized governance of the company, promoting the scientific decision-making of the board of directors and the supervision of the board of supervisors according to law. The company’s payment of remuneration to directors and supervisors is an affirmation of the contribution of directors and supervisors to the development of the company. At the same time, it is also conducive to further mobilize the work enthusiasm of directors and supervisors, make them more diligent and fulfill their due obligations, and is conducive to the development of the company.
The preparation procedure of this remuneration scheme complies with the company law, the articles of association and other relevant provisions, and the voting procedure is legal and effective. We agree with the remuneration scheme of the fourth directors and supervisors of the company and agree to submit the above proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on adjusting the company’s share repurchase plan
The company adjusted the share repurchase plan to ensure the smooth implementation of the company’s share repurchase and relevant incentive matters in the future, in line with the actual situation of the company, and in line with relevant laws and regulations such as the company law, the rules for share repurchase of listed companies, the Shenzhen Stock Exchange self regulatory guidance No. 9 – share repurchase According to the provisions of the normative documents and the articles of association, the deliberation and voting procedures of the board of directors are legal and compliant, and will not have a significant adverse impact on the company’s operation, financial status and share repurchase plan. To sum up, all shareholders agree to the adjustment of the share repurchase plan, which does not damage the interests of the company.
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Securities code: Shenzhen Jingquanhua Electronics Co.Ltd(002885) securities abbreviation: Shenzhen Jingquanhua Electronics Co.Ltd(002885)
(there is no text on this page, which is the signature page of Shenzhen Jingquanhua Electronics Co.Ltd(002885) independent directors’ independent opinions on matters related to the 24th Meeting of the third board of directors)
Signature of independent director:
Liu Hong, Li Zhuoying, Dong Xiuqin
March 8, 2022
