Beijing Ctrowell Technology Corporation Limited(300455) independent director
On the deliberation of relevant matters at the 8th meeting of the 4th board of directors
separate opinion
Beijing Ctrowell Technology Corporation Limited(300455) (hereinafter referred to as ” Beijing Ctrowell Technology Corporation Limited(300455) ” or “the company”) (securities code: 300455, securities abbreviation: Beijing Ctrowell Technology Corporation Limited(300455) ) convened the eighth meeting of the Fourth Board of directors of the company on January 10, 2022.
In accordance with the company 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 relevant laws and regulations As an independent director of the Beijing Ctrowell Technology Corporation Limited(300455) 4th board of directors, in accordance with the principle of seeking truth from facts and after reviewing relevant documents and materials, he carefully understood and verified the relevant matters considered at the 8th meeting of the 4th board of directors of the company. Based on the position of independent judgment, he expressed the following independent opinions after discussion:
1、 Independent opinions on the proposal on by election of directors
After verification, we believe that the procedures for the company’s nomination of non independent director candidates comply with the relevant provisions of the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of association, and are legal and effective. After reviewing Mr. Cai Tian’s personal resume, it is not found that he is not allowed to serve as a director of a listed company under the provisions of the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association and other laws and regulations. He has not been punished by the CSRC and other relevant departments or the stock exchange. Mr. Cai Tian’s qualification meets the relevant provisions of the company law and the articles of association, and has the ability and qualifications to perform relevant duties.
We agree to the nomination of Mr. Cai Tian by the board of directors of the company and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on the appointment of chief financial officer
After verification, we believe that the nomination procedure and decision-making procedure of the company’s appointment of CFO this time comply with the relevant provisions of the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of association, and are legal and effective. After reviewing Mr. Peng Bo’s personal resume, it is not found that he is not allowed to serve as a senior manager of the company as stipulated in the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association and other laws and regulations, and has not been punished by the CSRC and other relevant departments or the stock exchange. Mr. Peng Bo’s qualification meets the relevant provisions of the company law and the articles of association, has relevant professional knowledge and management experience, and has the ability and qualifications to perform relevant duties.
We agree to appoint Mr. Peng Bo as the chief financial officer of the company. The term of office starts from the date of deliberation and approval of the board of directors to the expiration of the Fourth Board of directors of the company.
3、 Independent opinions on the proposal on the tenure system and contractual management scheme of management members
The Beijing Ctrowell Technology Corporation Limited(300455) management plan for the tenure system and contractual management of management members complies with the company law, the articles of association and relevant provisions of the CSRC, implements the relevant spirit of the CPC Central Committee and the State Council on deepening the reform of state-owned enterprises, takes full account of the actual situation of the company, and can fully mobilize the enthusiasm and creativity of management members, It is conducive to the company to improve the modern enterprise system and realize the sustainable, healthy and high-quality development of the company. The scheme does not harm the interests of the company and minority shareholders. (no text below)
(there is no text on this page, which is the signature page of Beijing Ctrowell Technology Corporation Limited(300455) independent director’s independent opinions on relevant matters considered at the eighth meeting of the Fourth Board of directors) independent director: Zheng Weijun, Liang shangsong Jianbo
Beijing Ctrowell Technology Corporation Limited(300455) board of directors mm / DD / yyyy
