Opinions on the sixth session of the independent board of directors

Zhejiang Century Huatong Group Co.Ltd(002602) independent director

Independent opinions on relevant matters of the sixth meeting of the Fifth Board of directors

In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the articles of association and other relevant provisions, as independent directors of Zhejiang Century Huatong Group Co.Ltd(002602) (hereinafter referred to as the “company”), we, in a serious and responsible attitude to the company and all shareholders, Based on personal objective and independent judgment, we hereby express independent opinions on the relevant matters considered at the sixth meeting of the Fifth Board of directors of the company as follows:

1、 Independent opinions on the company’s purchase of liability insurance for the company and the directors, supervisors and senior managers

According to the audit, the company’s purchase of liability insurance for the company and its directors, supervisors and senior managers is conducive to further improving the company’s risk control system, reducing the possible risks and losses caused by legal liabilities caused by the normal performance of duties by directors, supervisors and senior managers, and protecting the rights and interests of the company and its directors, supervisors and senior managers, Promote relevant responsible personnel to better perform their duties and promote the steady 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 all shareholders, especially minority shareholders. To sum up, we agree to submit the proposal directly to the general meeting of shareholders of the company for deliberation.

2、 Independent opinions on the company’s plan to provide the same proportion of guarantee for joint-stock companies

The company provides guarantee for the joint-stock company according to the shareholding ratio, and other shareholders of the guaranteed object also provide guarantee in the same proportion. The financial risk is within the effective control range of the company. The company provides the same proportion of guarantee for the joint-stock companies, which is conducive to the joint-stock companies to better ensure the business expansion, ensure that the capital needs required for normal operation are met, will not affect the interests of the company’s shareholders, the guarantee risk is controllable, is conducive to the benign development of the company, is in line with the overall interests of the company, and there is no damage to the interests of the company and the majority of investors, We agree to the above proposal and submit it to the general meeting of shareholders of the company for deliberation.

3、 Independent opinions on the company’s appointment of the Secretary of the board of directors

After reviewing the relevant resumes of Ms. Zhou Mi, we believe that Ms. Zhou Mi’s educational background, employment experience, professional ability and professional quality are qualified for the post she is employed, meet the conditions for serving as the Secretary of the board of directors of a listed company, and has obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange, His qualification has been examined and approved by Shenzhen stock exchange without objection.

Ms. Zhou Mi is not allowed to serve as the Secretary of the board of directors of a listed company in accordance with the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the articles of Association, nor is she determined by the CSRC as a market prohibited person and the prohibition has not been lifted. The nomination and deliberation procedures of the Secretary of the board of directors comply with the provisions of relevant laws and regulations and the articles of association.

In conclusion, we agree that the company employs Ms. Zhou Mi as the Secretary of the board of directors of the company.

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(there is no text on this page, which is the signature page of Zhejiang Century Huatong Group Co.Ltd(002602) independent director’s independent opinions on matters related to the sixth meeting of the Fifth Board of directors) signed by the independent director:

Wang Qian:

Li Feng:

Yang Bo:

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