Zhejiang Sanhua Intelligent Controls Co.Ltd(002050)
Independent opinions of independent directors on matters related to the 23rd extraordinary meeting of the sixth board of directors I. independent opinions on the general election of non independent directors of the company’s board of directors
As an independent director of Zhejiang Sanhua Intelligent Controls Co.Ltd(002050) (hereinafter referred to as “the company”), we have carefully reviewed the relevant materials provided by the company in accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange issued by China Securities Regulatory Commission, Based on his own independent judgment, he expressed the following independent opinions on the general election of non independent directors of the company’s board of directors:
We believe that the six non independent directors nominated by the board of directors of the company have the qualifications and work experience to perform their duties as directors, are competent for the duties of the positions they are employed, and are qualified to serve as directors of the company. There are no circumstances stipulated in the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association that they are not allowed to serve as directors of the company, have not been punished by the CSRC and other relevant departments and the stock exchange, and are not “dishonest Executees” or state civil servants.
In conclusion, we agree that the board of directors of the company nominates Mr. Zhang Yabo, Mr. Ren Jintao, Mr. Wang Dayong, Mr. Ni Xiaoming, Mr. Chen Yuzhong and Mr. Zhang Shaobo as candidates for non independent directors of the seventh board of directors of the company. The proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the election of independent directors by the board of directors
After verification, the independent directors express their independent opinions as follows: the three independent directors nominated by the board of directors of the company have the qualifications and work experience to perform their duties as directors, are competent for the job requirements of their posts, and are qualified to serve as independent directors of the company. It is not found that the company law, the measures for the filing of independent directors of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association stipulate that they are not allowed to serve as directors and independent directors, and have not been punished by the CSRC and other relevant departments and the stock exchange, There is no case that more than five listed companies concurrently serve as independent directors, which does not belong to “dishonest Executees”, national civil servants and securities analysts. All candidates for independent directors have obtained the qualification certificate of independent directors recognized by Shenzhen Stock Exchange, have the independence that independent directors must have and the qualifications and conditions for serving as independent directors of the company, and comply with relevant regulations.
To sum up, we agree that the board of directors of the company nominates Mr. Barnes, Mr. Shi Jianhui and Ms. pan Yalan as independent director candidates for the seventh board of directors of the company, and agree to submit the proposal to the general meeting of shareholders for deliberation after the independent director candidates are reviewed and approved by Shenzhen stock exchange.
3、 Independent opinions on the remuneration and allowances of the seventh directors of the company
After verification, the independent directors have expressed the following independent opinions: the remuneration and allowance standards of the directors of the seventh board of directors proposed by the company are formulated in accordance with the articles of association, with reference to the remuneration and allowance levels of directors of other listed companies, and in combination with industry characteristics and the actual operation of the company. The remuneration and allowance plans are reasonable and conducive to further mobilizing the work enthusiasm of directors, Make them more diligent and fulfill their due obligations, which is conducive to the development of the company. Moreover, the proposed procedures of this remuneration and allowance comply with the company law, the articles of association and other relevant provisions, and there is no behavior damaging the interests of minority shareholders of the company. We agree to the proposal on Directors’ remuneration and allowances of the 7th board of directors of the company, which needs to be submitted to the general meeting of shareholders for deliberation.
Zhejiang Sanhua Intelligent Controls Co.Ltd(002050) independent directors: Barnes, Shi Jianhui, pan Yalan January 11, 2022
