Shenzhen Wenke Landscape Co.Ltd(002775) : independent opinions of independent directors on matters related to the first meeting of the Fifth Board of directors

Shenzhen Wenke Landscape Co.Ltd(002775)

Opinions of independent directors on matters related to the first meeting of the Fifth Board of directors

separate opinion

In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the rules for independent directors of listed companies of CSRC, 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, as well as the relevant provisions of Shenzhen Wenke Landscape Co.Ltd(002775) articles of Association (hereinafter referred to as the articles of association), As an independent director of Shenzhen Wenke Landscape Co.Ltd(002775) , we have carefully considered the relevant matters of the first meeting of the Fifth Board of directors and expressed our opinions on the following relevant matters of the company:

Proposal on the appointment of new senior managers of the company

1. After reviewing the resumes and relevant materials of Li Congwen, Wu Zhongqi, Nie Yong and Cheng Yujiao, it is not found that the above-mentioned personnel are not allowed to serve as senior managers of the company in accordance with Article 146 of the company law, that the above-mentioned personnel are determined by the CSRC to be prohibited from entering the market and that the prohibition has not been lifted, and that the above-mentioned personnel have not been subject to any punishment and punishment by the CSRC and Shenzhen Stock Exchange, Their qualifications are legal and effective. The nomination and appointment procedures of the above-mentioned personnel comply with the relevant provisions of the company law and the articles of association. The appointment procedures are legal and effective, and there is no damage to the rights and interests of the company and shareholders.

2. According to the educational background, work experience and other information, we believe that the above senior managers have the professional knowledge necessary to perform their duties, have good professional ethics and personal morality, and their educational background, work experience and professional ability can meet the needs of the post responsibilities they are employed.

3. We agree that the board of directors shall appoint Mr. Li Congwen as the general manager of the company; Appoint Mr. Wu Zhongqi as the executive deputy general manager of the company; Appoint Mr. Nie Yong as the chief financial officer of the company; Appoint Ms. Cheng Yujiao as the Secretary of the board of directors of the company.

Independent directors: Wang Yongjun, Li xianduo, Wei Qifang May 20, 2002

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