Jiangxi Zhengbang Technology Co.Ltd(002157) independent director
Independent opinions on matters related to the 38th meeting of the 6th board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies, the 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 the articles of association, we are independent directors of Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as the “company”), We hereby express the following opinions on the relevant proposals considered at the 38th meeting of the sixth board of directors of the company:
1、 Independent opinions on the general election of the board of directors of the company:
In order to improve the corporate governance structure and ensure the effective decision-making and stable development of the company, the company plans to change the sixth board of directors in advance and elect the seventh board of directors, which is in line with the company law, the articles of association, the rules of procedure of the board of directors and other relevant provisions.
The nomination of candidates for directors and independent directors of the board of directors has been approved by the nominees themselves, and the nomination procedures comply with the provisions of relevant laws and regulations and the articles of Association; The qualifications of the nominees meet the requirements for serving as directors and independent directors of listed companies, and they are competent for the duties of the positions they are employed. There are no circumstances in which they are not allowed to serve as directors and independent directors as stipulated in the company law, the articles of association, the rules for independent directors of listed companies and the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, There is no case that the Securities Regulatory Commission of the people’s Republic of China has determined that it is prohibited from entering the market and the prohibition has not been lifted, nor has it been subject to administrative punishment by the CSRC and other relevant departments. Agree that Mr. Lin Feng, Mr. Li Zhixuan and Mr. Liew Kenneth how Jin (Chinese Name: Liu Daojun) are candidates for non independent directors of the seventh board of directors of the company; Mr. Cao Xiaoqiu and Ms. Yang Hui are approved as candidates for independent directors of the seventh board of directors of the company. The proposal must be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system will be adopted for voting.
2、 Independent opinions on the termination of some investment projects with raised funds and the permanent replenishment of working capital with the balance of raised funds
The independent directors of the company have carefully checked the termination of the investment projects of some raised funds from the public issuance of convertible corporate bonds in 2019 and the non-public issuance of shares in 2020 and the permanent replenishment of the remaining raised funds to the working capital, and believe that the termination of the investment projects of the raised funds and the permanent replenishment of the remaining raised funds to the working capital are in line with the actual situation of the company and conducive to giving full play to the use efficiency of funds. The necessary decision-making procedures have been implemented for this matter, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree to terminate some of the company’s investment projects with raised funds and permanently supplement the remaining raised funds with working capital. (no text below)
This page is the signature page of the independent directors’ independent opinions on matters related to the 38th meeting of the sixth board of directors:
independent director:
Cao Xinjian, Huang Xiaoqiu
May 20, 2002
