Eaglerise Electric & Electronic (China) Co.Ltd(002922)
Independent directors on the 5th board of directors
Independent opinions on relevant matters of the 23rd Meeting
In accordance with the guiding opinions on the establishment of independent director system in listed companies (hereinafter referred to as the “opinions”), the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, the articles of association, the company’s independent director system and other relevant provisions, and based on the attitude of being responsible to the company, all shareholders and investors and the principle of independent judgment, We hereby express our independent opinions on the proposal on the appointment of senior managers deliberated at the 23rd Meeting of the Fifth Board of directors of Eaglerise Electric & Electronic (China) Co.Ltd(002922) (hereinafter referred to as “the company”):
1. After reviewing Mr. Yuan Hongbo’s educational background, personal resume and work experience, we believe that he meets the requirements of the company law and the articles of association on the qualification of senior managers; There are no circumstances stipulated in Article 146 of the company law and article 3.2.2 of the guidelines for self regulation and supervision of listed companies No. 1 – standardized operation of listed companies on the main board. Those who have not been banned from entering the securities market by the CSRC, have not been publicly recognized by the stock exchange as unfit to serve as senior managers of listed companies, have not been subject to administrative punishment by the CSRC in the past three years, have not been publicly condemned or criticized by the stock exchange in the past three years, and have not been placed on file for investigation by judicial organs for suspected crimes or filed for investigation by the CSRC for suspected violations of laws and regulations are not dishonest.
2. The nomination and appointment procedures of senior managers employed by the company this time comply with the company law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations, normative documents, the articles of association and other relevant provisions, and there is no situation that damages the legitimate rights and interests of shareholders, especially the rights and interests of small and medium-sized shareholders.
To sum up, we agree that the board of directors of the company shall appoint Mr. Yuan Hongbo as the deputy general manager, and the term of office shall start from the date of deliberation and approval of this board meeting to the date of expiration of the Fifth Board of directors.
Independent directors: Xiao Gongming, Ma Wenjie March 18, 2002
