Jiangxi Black Cat Carbon Black Inc.Ltd(002068) : independent opinions of independent directors on matters related to the sixth meeting of the seventh board of directors of the company

Jiangxi Black Cat Carbon Black Inc.Ltd(002068) independent director

Independent opinions on relevant matters of the sixth meeting of the seventh board of directors of the company

In accordance with the rules for independent directors 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 relevant laws, regulations and the articles of association, as independent directors of Jiangxi Black Cat Carbon Black Inc.Ltd(002068) (hereinafter referred to as the "company"), we are responsible to the company, all shareholders and investors, In accordance with the principle of seeking truth from facts, the opinions on the relevant matters considered at the sixth meeting of the seventh board of directors of the company are as follows: 1. Independent opinions on the appointment of the Secretary of the board of directors of the company

1. After careful examination of Mr. Zhang Zhijing's personal resume and other materials, it is not found that he is not allowed to serve as a senior manager of the company as stipulated in the company law and the guidelines for self regulation and supervision of listed companies No. 1 - standardized operation of listed companies on the main board, and that he is determined as a market prohibited person by the CSRC and Shenzhen Stock Exchange, Nor has he been subject to any punishment or punishment from the CSRC and Shenzhen Stock Exchange. He is not a "dishonest executee", and his qualification meets the conditions for serving as a senior manager of a listed company. 2. The Secretary of the board of directors appointed by the company has passed the pre employment examination of the Secretary of the board of directors of Shenzhen Stock Exchange, has the necessary management ability, leadership ability, professional knowledge and work experience, has good professional ethics and personal morality, and the qualification meets the relevant provisions of the company's justice, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association.

3. The nomination, review and voting procedures of the company's appointment of the Secretary of the board of directors comply with the provisions of the company law, the articles of association and other relevant laws and regulations, and are legal and effective.

In conclusion, we agree that the company shall appoint Mr. Zhang Zhijing as the Secretary of the board of directors of the company, and the term of office shall start from the date of deliberation and approval of the board of directors to the expiration of the term of office of the seventh board of directors.

Independent directors: Fang binfu, Yu Yihua, Luo Jianming

May 20, 2002

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