Tianshui Zhongxing Bio-Technology Co.Ltd(002772) independent director
Independent opinions on matters related to the 10th meeting of the 4th board of directors
As an independent director of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company”), in accordance with the independent director rules of listed companies, the stock 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, regulations and normative documents of China Securities Regulatory Commission, as well as the articles of association In accordance with the relevant provisions of the working system of independent directors, based on the attitude of being responsible to the company and all shareholders, based on independent judgment and the principle of seeking truth from facts, the following opinions are issued on the matters considered at the 10th meeting of the Fourth Board of directors after careful verification of relevant materials:
After the qualification examination of the nomination committee of the board of directors, the board of directors nominated Ms. Dang Lin as the candidate for independent director of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the Fourth Board of directors.
We believe that:
1. In accordance with relevant laws and regulations and the articles of association, the board of directors of the company has the qualification to nominate candidates for directors of the company, and the qualification of nominees is legal and valid.
2. The nomination and deliberation procedures of independent directors comply with the relevant provisions of the company law and other laws and regulations, normative documents and the articles of association, are legal and effective, and do not harm the interests of the company and all shareholders, especially minority shareholders.
3. This nomination is made after fully understanding the nominee’s occupation, educational background, professional qualification, professional experience and work experience, and has been approved by the nominee. The nominees meet the qualifications and conditions of independent directors as stipulated in the company law and the articles of association, and are competent for relevant post responsibilities. There is no Article 146 of the company law Article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board stipulates that it is not allowed to serve as an independent director of the company, nor is it determined by the CSRC as a market prohibited person and the prohibition has not been lifted. The qualifications of the nominees comply with the company law, the articles of association and other relevant provisions, and are legal and valid.
Therefore, we agree to nominate Ms. Dang Lin as the candidate for independent director of the Fourth Board of directors of the company, which shall be submitted to the general meeting of shareholders of the company for deliberation after being reviewed by Shenzhen Stock Exchange.
Signature of independent directors: Peng Ling, Ju Ming, Liu Ya January 12, 2022
