Ciwen Media Co.Ltd(002343) independent director
Independent opinions on matters related to the 19th meeting of the 8th board of directors
In accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the articles of association, we, as independent directors of Ciwen Media Co.Ltd(002343) (hereinafter referred to as the “company”), are responsible to the company, all shareholders and investors, After careful inspection and inquiry on relevant matters of the 19th meeting of the eighth board of directors, the independent opinions are as follows:
1、 Independent opinions on the general election of the board of directors and the nomination of candidates for non independent directors of the ninth board of directors
According to the relevant materials provided to us by the board of directors of the company, after verification, we believe that:
1. The term of office of the eighth board of directors of the company is about to expire. This general election meets the relevant provisions of relevant laws and regulations, the articles of association and the needs of the standardized operation of the company. The nomination, deliberation and voting procedures of non independent director candidates of the board of directors are legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
2. Ms. Hua Yuping, Ms. Shu Linyun, Mr. Zhao Jianxin, Mr. you dingyong, Mr. Xiong Zhiquan and Ms. Fu Jiamin, as the candidates for non independent directors of the ninth board of directors of the company nominated this time, are not allowed to serve as directors of the company as stipulated in Article 146 of the company law, and are not determined to be prohibited from entering the market by the CSRC and have not been lifted, so they are not “dishonest Executees”, Nor has he been punished or disciplined by the CSRC and the stock exchange, and has the qualification and ability to serve as non independent directors of listed companies.
Therefore, we agree to nominate the above candidates as candidates for non independent directors of the ninth board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the general election of the board of directors and the nomination of independent director candidates for the ninth board of directors
According to the relevant materials provided to us by the board of directors of the company, after verification, we believe that:
1. The term of office of the eighth board of directors of the company is about to expire. This general election meets the relevant provisions of relevant laws and regulations, the articles of association and the needs of the standardized operation of the company. The nomination, deliberation and voting procedures of independent director candidates of the board of directors are legal and compliant, and there is no situation damaging the interests of the company and all shareholders.
2. Mr. Yu Xinpei, Mr. Wang Sixin and Mr. Liu Wenjie, as candidates for independent directors of the ninth board of directors of the company nominated this time, are not allowed to serve as independent directors of listed companies as stipulated in relevant laws, regulations and normative documents, such as the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board, The person who has not been appointed as an independent director of the securities exchange and has not been punished by the CSRC and has not been disqualified from serving as an independent director of the securities exchange, and has not been punished by the CSRC.
Therefore, we agree to nominate the above candidates as independent director candidates of the ninth board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the remuneration scheme of the directors of the ninth board of directors
The remuneration plan of the directors of the ninth board of directors of the company is formulated according to the remuneration level of the company’s industry and enterprises of the same scale and in combination with the actual operation of the company. The remuneration standard is reasonable and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders; It is conducive to mobilizing the work enthusiasm of directors, making them more diligent and responsible, performing their due obligations, and meeting the needs of the long-term development of the company.
The preparation procedure of this remuneration plan complies with the relevant provisions of the company law, the articles of association, etc., and the voting procedure is legal and effective. We agree with the remuneration plan of the directors of the ninth board of directors of the company and agree to submit the above proposal to the general meeting of shareholders of the company for deliberation.
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Independent directors: Lin Jingwei, Chen Dapeng, Du Yunbo May 23, 2022
