Independent directors' opinions on the 27th meeting of the third board of directors
Independent opinions on relevant matters
According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws According to the relevant provisions of laws, regulations and normative documents, as well as Hualan Group Co.Ltd(301027) (hereinafter referred to as "the company"), the articles of association, the working system of independent directors and other laws, regulations and normative documents, we, as independent directors of the company, express the following independent opinions based on our independent judgment:
1、 Independent opinions on the general election of the board of directors and the nomination of candidates for non independent directors of the Fourth Board of directors
The third session of the board of directors of the company has expired. In accordance with the company law, Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations as well as the relevant provisions of the articles of association, the board of directors of the company nominated Mr. Lei Xiang, Mr. Zhao Cheng, Mr. Zhong Yi, Mr. Mo Hongda and Mr. Xu Hongtao as candidates for non independent directors of the fourth session of the board of directors of the company.
After review, we believe that the general election of the board of directors of the company complies with the provisions of relevant laws and regulations and the articles of association, as well as the needs of the normal operation of the company. After reviewing the resumes and qualifications of the candidates for non independent directors, we believe that the nominated candidates for non independent directors meet the qualifications of the company's directors, and there is no case that they have been determined as prohibited by the CSRC and have not been lifted, There is no prohibition of serving as a director as stipulated in the company law, the articles of association and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. The nomination of non independent director candidates has been approved by the nominees themselves. The nomination and voting procedures of non independent director candidates are legal and effective, and there is no damage to the legitimate rights and interests of shareholders, Especially the interests of minority shareholders. Therefore, we unanimously agree to the nomination of the above non independent director candidates and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the general election of the board of directors and the nomination of independent director candidates for the Fourth Board of directors
The third session of the board of directors of the company has expired. In accordance with the company law, Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations and the relevant provisions of the articles of association, the board of directors of the company nominated Mr. Yuan Gongzheng and Ms. Chi Zhaomei as independent directors candidates for the fourth session of the board of directors of the company.
After review, we believe that the general election of the board of directors of the company complies with the provisions of relevant laws and regulations and the articles of association, as well as the needs of the normal operation of the company. After reviewing the resumes and qualifications of independent director candidates, we believe that the nominated independent director candidates meet the qualifications of independent directors of the company, and there is no case that they have been determined as prohibited by the CSRC and have not been lifted, There is no prohibition on serving as an independent director or affecting independence as stipulated in the company law, the articles of association, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the guidelines for information disclosure of companies listed on Shenzhen Stock Exchange No. 8 - filing of independent directors.
The candidate for independent director, Mr. Yuan Zhangzheng, has obtained the qualification certificate of independent director recognized by Shanghai Stock Exchange, and Ms. Chi Zhaomei has obtained the qualification certificate of independent director recognized by Shenzhen Stock Exchange. The nomination of independent director candidates has been approved by the nominees themselves. The nomination and voting procedures of independent director candidates are legal and effective, and there is no situation that damages the legitimate rights and interests of shareholders, especially the interests of minority shareholders.
Therefore, we agree to the nomination of the above independent director candidates, and agree to submit the proposal to the general meeting of shareholders for deliberation after the qualification and independence of the independent director candidates have been filed and reviewed by Shenzhen Stock Exchange.
3、 Independent opinions on hiring accounting firms in 2021
After audit, we believe that Tianzhi International Certified Public Accountants (special general partnership) has the qualification for auditing securities and futures related businesses, has rich experience and professional quality in providing audit services for listed companies, and has sufficient independence, professional competence, investor protection ability and good integrity record. The company's appointment of an accounting firm complies with relevant laws and regulations and does not harm the interests of the company and shareholders, especially minority shareholders. Therefore, we unanimously agree to appoint Tianzhi International Certified Public Accountants (special general partnership) as the company's audit institution in 2021, and agree to submit the proposal to the company's general meeting for deliberation.
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Signature of independent director:
Official seal of yuan
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Signature of independent director:
Chen Yongli
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