Ji Yao Holding Group Co.Ltd(300108) independent director
Independent opinions on relevant matters of the 56th meeting of the 4th board of directors of the company
As an independent director of Ji Yao Holding Group Co.Ltd(300108) (hereinafter referred to as the "company"), we are based on independence, conscientiousness and In a cautious position, the company carefully reviewed the relevant matters considered at the 56th meeting of the Fourth Board of directors and expressed the following opinions:
1、 Independent opinions on the general election of the company's board of directors and the nomination of candidates for directors of the Fifth Board of directors. In accordance with the relevant provisions of the rules for independent directors of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association of the China Securities Regulatory Commission, as an independent director of the company, based on everyone's independent judgment, I express the following opinions on the general election of the company's board of directors:
1. The nomination and voting procedures of candidates for directors of the 5th board of directors of the company comply with the provisions of relevant laws and regulations and the articles of association, which are legal and effective.
2. After reviewing the personal resume and other materials of the candidates for directors of the Fifth Board of directors, it is considered that the candidates for directors of the company have the qualifications and work experience to perform the duties of directors; There is no case that the candidate for director has been determined as a market prohibited person by the CSRC and has not been lifted.
3. It is agreed that the board of directors nominate Mr. Lu Zhongkui, Mr. Sun Jun, Mr. Zhang Liang, Mr. Zhengfa and Mr. Liu long as candidates for non independent directors of the Fifth Board of directors of the company, in which Mr. Lu Zhongkui and Mr. Lu Zhengfa are father son relationship. In this proposal, a total of 5 candidates for non independent directors are nominated, and 3 non independent directors are elected by difference. The members of non independent directors will be deliberated by the general meeting of shareholders of the company and elected by cumulative voting system. It is agreed that the board of directors shall nominate Mr. Yu Jun and Mr. Li Jianhua as candidates for independent directors of the Fifth Board of directors of the company.
4. It is agreed to submit the above candidates to the second extraordinary general meeting of shareholders of the company in 2022 for voting.
(there is no text on this page, which is the signature page of independent opinions on relevant matters of the 56th meeting of the Fourth Board of directors of the company)
Signatures of all independent directors:
Chen Guofu Shan Yaming
Ji Yao Holding Group Co.Ltd(300108) May 23, 2022
