Rayhoo Motor Dies Co.Ltd(002997) independent director
Independent opinions on matters related to the 25th meeting of the second board of directors in accordance with the relevant provisions of relevant laws, regulations and normative documents, such as the company law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, etc, As an independent director of Rayhoo Motor Dies Co.Ltd(002997) (hereinafter referred to as “the company”), with a serious and responsible attitude and based on independent judgment, he carefully considered the relevant proposals of the 25th meeting of the second board of directors of the company and expressed the following independent opinions:
1、 Matters concerning the general election of non independent directors of the board of directors
1. Through the understanding of the educational background, work experience and qualifications of the candidates for non independent directors, we believe that the candidates for non independent directors nominated this time have the qualifications and work experience to perform the duties of directors, are competent for the job requirements, and are qualified to serve as non independent directors of the third board of directors of the company. 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. The nomination procedure is legal and effective.
2. After review, Non independent director candidates are not under any of the following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) being prohibited from entering the securities market by the CSRC; (3) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) being subject to administrative punishment by the CSRC in the past three years; (5) It has been publicly condemned by the stock exchange or criticized in more than three circulars in the past three years; (6) it has been filed for investigation by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations; (7) it has been publicized by the CSRC on the open inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court.
3. Therefore, we agree to nominate Mr. Chai Zhen, Mr. Li Lizhong, Mr. Yang benhong, Mr. Wu Chunsheng, Mr. Pang Xianwei and Mr. Luo Haibao as candidates for non independent directors of the third board of directors of the company, and agree to submit them to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Matters concerning the election of independent directors by the board of directors
1. Through the understanding of the educational background, work experience and qualifications of the candidates for independent directors, we believe that the candidates for independent directors nominated this time have the qualifications and work experience to perform the duties of independent directors, are competent for the job requirements, and are qualified to serve as independent directors of the third board of directors of the company. 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. The nomination procedure is legal and effective. 2. After review, The candidates for independent directors are not under any of the following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) being prohibited from entering the securities market by the CSRC; (3) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) being subject to administrative punishment by the CSRC in the past three years; (5) It has been publicly condemned by the stock exchange or criticized by the people’s court for more than three times in the past three years; (6) it has been filed for investigation by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations; (7) it has been publicized by the CSRC on the public inquiry platform for illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court; (8) it has violated the law The requirements for independence in the guiding opinions on the establishment of independent director system in listed companies. Mr. Chen Yingzhi, Ms. Wang Huixia and Mr. Zhang Dalin have obtained the qualification certificate of independent directors and have the qualification and ability to serve as independent directors of listed companies.
3. Therefore, we agree that Mr. Chen Yingzhi, Ms. Wang Huixia and Mr. Zhang Dalin are candidates for independent directors of the third board of directors of the company, and agree to submit them to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Independent opinion on personnel allowance of external directors (including independent directors) of the company
After review, we believe that the subsidy scheme mentioned in the proposal refers to the company’s industry The allowance level of directors of other listed companies (independent) in the region is in line with the actual situation of the company, the company law, the articles of association and other relevant provisions, and there is no damage to the interests of the company or shareholders. After deliberation and approval by the remuneration and assessment committee of the board of directors, the proposal is submitted to the board of directors for deliberation, and the decision-making procedure is legal and effective.
Therefore, we agree to the subsidy scheme and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 Independent opinions on the proposal on the prediction of daily connected transactions in 2022
After verification, we believe that the daily connected transactions between the company and related parties in 2022 are normal commercial transactions, the transaction pricing is fair, in line with the principles of openness, fairness and impartiality, there is no damage to the interests of the company or shareholders, and in line with the actual situation of the company’s production and operation, The relevant businesses of the company will not rely on related parties due to such transactions. We have approved the proposal in advance, and the procedures for considering and voting on the expected matters of this connected transaction are legal and effective. The connected directors have avoided voting, which is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association.
Therefore, we agree to submit the proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on the company’s use of idle self owned funds for cash management
Without affecting the normal operation and main business development, the company plans to use temporarily idle self owned funds with a quota of no more than 200 million yuan (inclusive) to timely purchase principal guaranteed or committed principal guaranteed financial products or financial products with low risk and high liquidity, and the investment period of a single product shall not exceed 12 months, so as to improve the use efficiency of temporarily idle self owned funds, To maximize the interests of shareholders, the purchase period is 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota and period, the funds can be recycled and used on a rolling basis, and the company’s management is authorized to handle relevant matters, which shall be organized and implemented by the company’s financial department.
We have checked the relevant materials of the above matters, and we believe that the company’s use of idle self owned funds for cash management is conducive to improving the company’s fund use efficiency and increasing capital income, which is in line with the interests of the company and all shareholders, will not affect the normal development of the company’s main business, and there is no damage to the interests of the company and shareholders, The relevant approval procedures shall comply with the relevant provisions of laws and regulations.
Therefore, we agree to submit the proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on foreign investment and related party transactions
After review, we believe that the company’s foreign investment and related party transactions are based on the principle of equality and mutual benefit. The investors contribute in the form of cash and assets through friendly negotiation. The pricing of related party transactions is fair and reasonable, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. The implementation of the related party transaction will not affect the normal production and operation of the company, comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. We have approved the proposal in advance. When the board of directors of the company considered the related party transaction, the related directors avoided voting, and the voting procedure was legal and effective. Therefore, we agree to the proposal on the company’s foreign investment and related party transactions.
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Signature of independent director:
Chen Yingzhi:
December 29, 2021
(there is no text on this page, which is the signature page of Rayhoo Motor Dies Co.Ltd(002997) independent directors’ independent opinions on matters related to the 25th meeting of the second board of directors)
Signature of independent director:
Wang Huixia:
December 29, 2021
(there is no text on this page, which is the signature page of Rayhoo Motor Dies Co.Ltd(002997) independent directors’ independent opinions on matters related to the 25th meeting of the second board of directors)
Signature of independent director:
Zhang Dalin:
December 29, 2021
