Ciwen Media Co.Ltd(002343) independent director
Independent opinions on matters related to the 15th meeting of the 8th board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the articles of association, we are the independent directors of Ciwen Media Co.Ltd(002343) (hereinafter referred to as the “company”), Based on the attitude of being responsible to the company, all shareholders and investors, after careful inspection and inquiry on relevant matters of the 15th meeting of the 8th board of directors, the independent opinions are as follows:
1、 Independent opinions on by election of non independent directors
After reviewing the relevant materials of Mr. Xiong Zhiquan, the non independent director candidate provided by the board of directors of the company, his qualification, educational background, professional ability and professional quality, as well as his current physical condition, can meet the requirements of post responsibilities, and there are no laws and regulations such as the company law, the stock listing rules of Shenzhen Stock Exchange, etc The conditions for prohibition of employment stipulated in the rules and regulations and the articles of association, and there is no case of being prohibited from entering the securities market by the CSRC, nor is it a person subject to dishonesty. The deliberation and voting procedures of the board of directors on non independent director candidates comply with the provisions of the company law and the articles of association. We unanimously agree to the nomination of candidates for non independent directors 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 appointment of the company’s chief financial officer
In view of the company’s appointment of the chief financial officer, through the relevant investigation and understanding of the personal resume, qualification, etc. of the proposed employee Mr. Xiong Zhiquan and the company’s nomination and appointment procedures, we believe that the company’s nomination and appointment of senior managers have performed the necessary procedures and comply with relevant regulations.
The proposed personnel have the professional and industrial knowledge and management experience necessary to perform their duties, are competent for the duties of the employed post, and meet the qualifications and conditions specified in relevant laws and regulations: there is no situation 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 senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; Has not received any public condemnation or three or more circulars of criticism from the stock exchange in the past three years; Not being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations; It does not belong to the “dishonest executee”.
The appointment of senior managers complies with the company law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations, normative documents and the relevant provisions of the articles of association, and the procedures are legal and effective; There is no damage to the interests of the company, shareholders, especially minority shareholders.
In conclusion, we agree to appoint Mr. Xiong Zhiquan as the chief financial officer of the company, and the term of office starts from the date of deliberation and approval at the meeting of the board of directors to the date of expiration of the eighth board of directors of the company.
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Independent directors: Lin Jingwei, Chen Dapeng, Du Yunbo January 10, 2022
