Landai Technology Group Corp.Ltd(002765) independent director
On the consideration of relevant matters at the 20th meeting of the Fourth Board of directors
Independent opinion of
As an independent director of Landai Technology Group Corp.Ltd(002765) (hereinafter referred to as the “company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws, administrative regulations, normative documents, the company’s Charter and the company’s working system for independent directors According to the relevant provisions of the measures for the administration of related party transactions of the company, after checking the relevant meeting materials, implementation and decision-making procedures provided by the company and understanding the relevant situation, based on the position of independent judgment, we have carefully reviewed the relevant proposals considered at the 20th meeting of the Fourth Board of directors of the company, and express the following independent opinions:
1、 Independent opinions on adding non independent directors to the 4th board of directors of the company
The nomination of non independent director candidates Mr. Niu Xuexi, Mr. Wang Xin and Mr. Liao Wenjun of the Fourth Board of directors is based on full review and understanding of the nominees’ educational background, professional quality, professional experience and other comprehensive conditions, and has obtained the written consent of the nominees. The nomination procedure of non independent director candidates complies with relevant laws, regulations and rules Normative documents and relevant provisions of the articles of association. Upon examination, the qualification of the candidate for directors meets the requirements for serving as a director of a listed company, and has the necessary work experience, qualification and ability to perform the duties of a director.
After reviewing the relevant resumes and other materials of the candidates for non independent directors of the fourth session of the board of directors added by the company, the candidates for directors are not prohibited from taking office according to the provisions of the company law, have not been identified as market banned by the CSRC and have not been lifted, and have not been subject to administrative punishment by the CSRC and other relevant departments and punishment by the stock exchange. The above nominees do not belong to the “dishonest Executees” announced by the Supreme People’s court. The review and voting procedures of non independent director candidates comply with relevant laws and regulations, departmental rules, normative documents, articles of association and other relevant provisions. The nomination of candidates for non independent directors did not harm the interests of minority shareholders of the company.
In conclusion, we agree to the nomination of the above three candidates for non independent directors and agree to submit the proposal on adding non independent directors to the Fourth Board of directors to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the appointment of senior managers of the company
Upon the nomination of the general manager of the company and the review of the nomination, remuneration and assessment committee of the board of directors, the company appointed Mr. Niu Xuexi as the deputy general manager and chief financial officer of the company. This nomination is made on the basis of fully reviewing and understanding the identity, educational background, professional quality, professional experience and other comprehensive conditions of the above nominees. The nomination method, employment procedures and voting results of the above senior managers comply with relevant laws, regulations, rules, normative documents, articles of association and other relevant provisions.
After review, we believe that the above senior managers appointed at this meeting meet the requirements of the company law, the articles of association and other relevant provisions on the qualifications of senior managers of listed companies, have the necessary experience, qualification and professional ability to exercise their functions and powers, and are competent for the responsibilities of the positions they are hired; It is not found that the above-mentioned personnel are not allowed to serve as senior managers of the company as stipulated in the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, have not been identified as market prohibited by the CSRC and have not been lifted, and have not been subject to administrative punishment by the CSRC and other relevant departments and punishment by the stock exchange. Mr. Niu Xuexi does not belong to the “dishonest executee” announced by the Supreme People’s court.
In conclusion, we unanimously agree that the company will appoint Mr. Niu Xuexi as the deputy general manager and chief financial officer of the company, and his term of office will begin from the date of deliberation and approval by the board of directors to the expiration of the term of office of the Fourth Board of directors.
3、 Independent opinions on the company’s daily related party transactions in 2022
After verification, we believe that the daily related party transactions between the company and its subsidiaries and the related party Chongqing Dairong Transmission Machinery Co., Ltd. in 2022 are necessary for the normal production and operation of the company and its subsidiaries and belong to normal business activities; The above daily related party transactions shall follow the principles of openness, fairness and impartiality, and the transaction price shall be determined according to the market price, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders; At the same time, the above related party transactions account for a small proportion of the company’s related businesses, and the continuation of related party transactions will not constitute the company’s dependence on related parties. There is a difference between the actual amount of the company’s daily related party transactions and the expected amount in 2021, mainly because the company made outsourcing and other adjustments to some businesses in due time according to the actual operation during the reporting period, and the annual daily related party transactions between the company and related parties are estimated based on the preliminary judgment of the company’s operation, so it is difficult to achieve accurate prediction, Therefore, there is a certain difference between the actual amount and the estimated amount of related party transactions in 2021. When the board of directors of the company deliberated on the daily connected transaction, the connected directors avoided voting, and the deliberation procedures were in line with relevant laws, regulations, normative documents, articles of association and other relevant provisions. Therefore, we agreed to the above daily connected transaction and agreed to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 Independent opinions on the company’s 2022 senior management compensation plan
After verification, we believe that the company’s 2022 senior management salary plan is to fully mobilize the enthusiasm and creativity of the company’s senior management, promote the sustainable and steady development of the company, and according to the salary level of the industry, the company’s 2022 business objective plan and the job responsibilities of each senior management, And determined in combination with the company’s salary standard in 2021, which can reflect the company’s incentive and restraint mechanism. The remuneration plan of the company’s senior managers in 2022 was proposed by the nomination, remuneration and assessment committee of the board of directors and reviewed by the board of directors. The review and approval procedures comply with relevant laws, administrative regulations, normative documents, articles of association and other relevant provisions, and there is no damage to the interests of the company and shareholders. We agree to the company’s 2022 senior management compensation plan.
Independent directors of the company: Feng Wenjie, Zhang Geng, Chen Geng January 18, 2022
