Independent director
Independent opinions on matters related to the first meeting of the Fifth Board of directors
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the rules for independent directors of listed companies, the standards 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 the articles of association of Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) companies As an independent director of Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) (hereinafter referred to as “the company”), we checked the relevant proposals considered at the first meeting of the Fifth Board of directors and issued the following independent opinions:
1、 Independent opinions on the appointment of senior managers
After reviewing the resumes and relevant materials of the company’s senior managers, we believe that they all have relevant professional knowledge and skills, and have not found the situation stipulated in Article 146 of the company law, or the phenomenon that they are banned from the market by the China Securities Regulatory Commission, and the ban has not been lifted. Their qualifications are legal and meet the qualifications for serving as senior managers of listed companies. The nomination and approval procedures of the company’s senior managers comply with the relevant provisions of the company law and the articles of association, and there is no damage to the interests of the company and all shareholders. Therefore, we agree to appoint Mr. Han Yun as the general manager of the company, Mr. Wu Weijiang as the deputy general manager and Secretary of the board of directors, Mr. Luo Xuping and Mr. Qin Sihong as the deputy general manager of the company, and Mr. Yu Haifeng as the financial director of the company.
2、 Independent opinions on external transfer of some assets of raised investment projects
The company’s external transfer of some assets of the investment project funded by the initial public offering meets the actual needs of the company’s business development, which is conducive to further improve the management efficiency, reduce the management cost, facilitate the centralized management of the company and facilitate the sustainable development of the company. The transaction price of relevant assets transferred to the outside world is determined according to the market-oriented principle, and there is no situation that damages the interests of the company and shareholders. The deliberation procedures of relevant matters comply with the provisions of relevant laws and regulations and the articles of association. We agree to the transfer of assets related to the investment project with raised funds, and submit relevant proposals to the general meeting of shareholders for deliberation.
Independent directors: Ma Hui, Shi Zhangqiang, Bao zongke May 20, 2002
