China Reform Health Management And Services Group Co.Ltd(000503)
Independent directors’ opinions on relevant matters of the 30th meeting of the 10th board of directors
Independent opinion of
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) As an independent director of China Reform Health Management And Services Group Co.Ltd(000503) (hereinafter referred to as the “company”), we attended the 30th meeting of the 10th board of directors held by the company, After reviewing the relevant candidate information to be elected by the board of directors and the proposal on the remuneration standard of the directors and supervisors of the company provided by the company, we hereby express the following opinions of independent directors on the matters considered at the meeting:
1. Election of non independent directors of the 11th board of directors
Yang Dianzhong, Li Yonghua, Jiang kaihong, Chen Tao, Liu Yingjie and sun Dichao, the non independent director candidates of the 11th board of directors nominated this time, meet the director qualification specified in the company law and other laws and regulations, normative documents and the articles of association, and have the necessary working experience to perform the duties of directors, The nomination procedure is legal and effective in the absence of the prohibition of employment stipulated in the company law and other relevant laws and regulations, the articles of association and other company rules and regulations, and the situation that the company has not been determined as a market prohibited person by the CSRC and has not been lifted. The board of directors fulfilled the legal procedures when considering the relevant proposals for the election of non independent directors. The convening and convening procedures of this meeting comply with relevant laws, regulations and the articles of association. The nomination procedures and voting procedures of director candidates are legal and compliant, and there is no violation of the provisions of the company law and other laws and regulations, normative documents and the articles of association. We agree to nominate Yang Dianzhong, Li Yonghua, Jiang kaihong, Chen Tao, Liu Yingjie and sun dicao as candidates for non independent directors of the 11th board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2. Election of independent directors of the 11th board of directors
Wang Xiuli, Bai Yan and Sun Jie, the candidates for independent directors of the 11th board of directors nominated this time, meet the qualifications of independent directors stipulated in the company law, the rules for independent directors of listed companies and other laws and regulations, normative documents and the articles of association, and have the necessary working experience to perform the duties of independent directors, The nomination procedure is legal and effective in the absence of the prohibition of employment stipulated in the company law and other relevant laws and regulations, the articles of association and other company rules and regulations, and the situation that the company has not been determined as a market prohibited person by the CSRC and has not been lifted. The board of directors fulfilled the legal procedures when considering the relevant proposals for the election of independent directors. The convening and convening procedures of this meeting comply with relevant laws, regulations and the articles of association. The nomination and voting procedures of independent director candidates are legal and compliant, and there is no violation of the company law and other laws and regulations, normative documents and the articles of association.
Independent director candidates Wang Xiuli, Bai Yan, Sun Jie and their immediate family members are not shareholders who directly or indirectly hold more than 1% of the issued shares of the company, nor natural person shareholders among the top ten shareholders of the company; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, directors, supervisors and senior managers of the company; There are no circumstances specified in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; It has not been publicly condemned or criticized by the stock exchange in the past three years; It has not been filed for investigation by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations. It is not a state official, a “dishonest executee”, and does not violate the relevant conditions and requirements of independent directors stipulated in the guidelines for standardized operation, and meets the requirements of the company law and other relevant laws, regulations and regulations.
Therefore, we agree to nominate Wang Xiuli, Bai Yan and Sun Jie as independent director candidates for the 11th board of directors of the company. The qualifications and independence of independent director candidates Wang Xiuli, Bai Yan and Sun Jie need to be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders for review.
3. Determining the remuneration standards of directors, supervisors and senior managers of the company
The formulation of the remuneration standards for directors, supervisors and senior managers of the company takes full account of the industry conditions and the actual operation of the company. The decision-making procedures comply with the company law, the articles of association and other relevant provisions, and there is no behavior damaging the interests of minority shareholders of the company. Therefore, we agree to the formulation of the above salary standards.
Independent director: Qian Qingwen, Huang Anpeng, Wang Xiuli March 13, 2021
