Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) independent director
Independent opinions on matters related to the seventh meeting of the ninth board of directors of the company
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, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange, the Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws and regulations, we are independent directors of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as the “company”), Having carefully reviewed the meeting materials of the seventh meeting of the ninth board of directors of the company, after careful analysis and in the attitude of seriousness, responsibility and independent judgment, we hereby express independent opinions on the relevant matters considered at the seventh meeting of the ninth board of directors of the company as follows:
1、 Independent opinions on adding directors to the 9th board of directors
The company plans to add Mr. Shan chengheng and Mr. Sun Jian as independent directors of the 9th board of directors and Mr. Zhang Xian as non independent directors of the 9th board of directors. As independent directors of the company, we reviewed the identity, educational background, professional experience and professional quality of the nominees. Based on the past work performance of the nominees and the report on the qualifications, experience and work experience of the nominees, After careful examination of the candidate information of the nominees who have been submitted to this extraordinary general meeting for consideration as directors of the company, we have not found that the nominees have the conditions specified in Article 146 of the company law, and there is no case that they are suspected of committing a crime and being filed for investigation by the judicial organ or being filed for inspection by the CSRC for violation of laws and regulations. They are not “dishonest Executees”, nor “dishonest responsible subjects” or “dishonest disciplinary objects”, There is no circumstance in which he is not allowed to serve as a director of the company. We agree that the company will appoint Mr. Shan chengheng and Mr. Sun Jian as independent directors of the ninth board of directors and Mr. Zhang Xian as non independent directors of the ninth board of directors. The nomination and voting procedures for the appointment of directors of the company comply with the relevant provisions of the company law and the articles of association. There is no situation that damages the interests of the company and other shareholders.
2、 Independent opinions on hiring senior managers
The company plans to employ Ms. Jiang Qin as the deputy general manager and Ms. Li Xiuhua as the chief financial officer. After reviewing the resumes and relevant materials of Ms. Jiang Qin and Ms. Li Xiuhua, we believe that Ms. Jiang Qin and Ms. Li Xiuhua have the job conditions specified in relevant laws and regulations and the articles of Association, and comply with the company law According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, it is not a dishonest person to be executed if it is not found that there is a prohibition on employment stipulated by relevant laws and regulations, and it is not determined by the CSRC as a person prohibited from entering the market and the prohibition has not been lifted. The nomination and voting procedures for the appointment of deputy general manager and chief financial officer of the company comply with the relevant provisions of the company law and the articles of association.
3、 Independent opinions on external guarantee provided by the company
In accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the relevant provisions of the articles of association, We express our independent opinions on the company’s 100% holding partnership Jilin Tianshou Investment Center (limited partnership) (hereinafter referred to as “Tianshou investment”) applying to Jilin Daheishan Molybdenum Industry Co., Ltd. (hereinafter referred to as “Daheishan molybdenum industry”) for a loan of no more than 390 million yuan. The company has provided equity pledge guarantee for the external loan of 390 million yuan of Tianshou investment The general guarantee has provided us with detailed information and fully explained to us, which has helped us make independent judgment. The company’s guarantee is to solve the problem of uncertainty in the company’s continuous operation, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The contents and decision-making procedures of this guarantee comply with the relevant provisions of laws, administrative regulations, normative documents, the articles of association and the company’s external guarantee management system. Therefore, we agree that the company will provide guarantee for the external loan of Tianshou investment.
Signature of independent director of the company:
Zhao Xiangyang
Zhang Weihua
Hu Yan
March 22, 2022
