Shenzhen Aoto Electronics Co.Ltd(002587)
Independent opinions of independent directors on relevant matters
In accordance with the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and other relevant provisions, as an independent director of Shenzhen Aoto Electronics Co.Ltd(002587) (hereinafter referred to as the “company”), in a serious and responsible manner, he has reviewed the relevant proposals and other matters considered at the first meeting of the Fifth Board of directors of the company. Now, based on his independent judgment, The independent opinions are as follows:
1、 Independent opinions on the election of the chairman of the 5th board of directors of the company
After reviewing Mr. Wu Hanqu’s personal resume and work performance, we believe that he has the qualifications suitable for the functions and powers of the chairman and meets the qualifications specified in laws and regulations and the articles of association. The election of the chairman of the board of directors complies with the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations, normative documents and the relevant provisions of the articles of association. The procedures are legal and effective, and there is no damage to the interests of the company and shareholders.
Therefore, we unanimously agree to elect Mr. Wu Hanqu as the chairman of the Fifth Board of directors of the company.
2、 Independent opinions on the appointment of the president and other senior managers of the company
After reviewing the personal resumes and other materials of the president, vice president, chief financial officer, Secretary of the board of directors and other senior managers employed by the company, we believe that the employed personnel have the necessary business and management experience and business expertise to perform their duties, and there is no situation that they are not allowed to serve as senior managers as stipulated in laws, regulations and normative documents; In the past three years, he has not been punished by the CSRC and other relevant departments, disciplined by the stock exchange, banned from the market or publicly determined to be unfit for employment; There is no case filed for investigation by the judicial organ or suspected of violating laws and regulations by the CSRC; He is not a dishonest executee, meets the qualifications required by the company law and other relevant laws and regulations and the articles of association, the appointment procedure is legal and effective, and there is no damage to the interests of the company and shareholders.
To sum up, we unanimously agree that the company will appoint Mr. Yang Sihua as the president of the company, Ms. Peng Shixin, Mr. Wu Zhenzhi, Mr. Jiao Renquan, Mr. Wu Wei and Mr. Yang Yang as the vice president of the company, Ms. Peng Shixin as the chief financial officer of the company, and Mr. Kong Dejian as the Secretary of the board of directors of the company.
(there is no text on this page, which is the signature page of Shenzhen Aoto Electronics Co.Ltd(002587) independent directors’ independent opinions on relevant matters)
Signature of independent director:
Li Huaxiong, Li Yi, Jin Baishun
January 24, 2002
