Wuhan Jingce Electronic Group Co.Ltd(300567) independent director
On relevant matters of the 41st meeting of the third board of directors
separate opinion
As an independent director of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as “the company”), we have carefully read and reviewed relevant materials, and according to the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “standardized operation of Companies listed on GEM”) The relevant proposals of the 41st meeting of the third board of directors of the company have been carefully considered in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the GEM Listing Rules), the rules for independent directors of listed companies and the articles of Association (hereinafter referred to as the articles of association), On the basis of independent judgment on the following related matters of the company, the independent opinions are as follows: I. independent opinions on the prediction of the company’s new daily operating related party transactions in 2022
After review, we believe that:
1. The convening and convening procedures of this meeting comply with the provisions of relevant laws, regulations and the articles of Association; 2. Mr. Peng Qian and Mr. Chen Kai, the company’s connected directors, avoided voting when deliberating the proposal. The decision-making and voting procedures of this connected transaction comply with the provisions of relevant laws, regulations and the articles of Association;
3. The company’s new daily connected transactions in 2022 are expected to meet the needs of the company’s development and will not damage the interests of the company and all shareholders, especially minority shareholders.
Therefore, we unanimously agreed to the proposal on the prediction of the company’s daily operating related party transactions in 2022 and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on nominating candidates for non independent directors of the Fourth Board of directors
The term of office of the third board of directors of the company is about to expire. The nomination committee of the company nominated Mr. Peng Qian, Mr. Chen Kai, Mr. Shen Yafei, Mr. Liu ronghua, Mr. Ma Jun and Mr. Sheng sun (Sun Sheng) as candidates for non independent directors of the Fourth Board of directors.
We have fully reviewed and reviewed the qualifications, work experience, professional experience, professional expertise and nomination procedures of the above candidates. We believe that:
1. The term of office of the third board of directors of the company is about to expire. This general election complies with the company law, gem stock listing rules, GEM listed companies’ standardized operation and other laws and regulations, normative documents and the relevant provisions of the articles of association. The nomination, deliberation and voting procedures of non independent director candidates on the board of directors are legal and compliant, There is no situation that damages the interests of the company and all shareholders.
2. As candidates for non independent directors, Mr. Peng Qian, Mr. Chen Kai, Mr. Shen Yafei, Mr. Liu ronghua, Mr. Ma Jun and Mr. Sheng sun do not have the situation that they are not allowed to serve as directors of the company as stipulated in Article 146 of the company law, nor are they 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 unanimously agree to nominate Mr. Peng Qian, Mr. Chen Kai, Mr. Shen Yafei, Mr. Liu ronghua, Mr. Ma Jun and Mr. Sheng sun as candidates for non independent directors of the Fourth 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 nominating candidates for independent directors of the Fourth Board of directors
The term of office of the third board of directors of the company is about to expire. The nomination committee of the company nominated Ms. Ji Xiaoqin, Mr. Lu Zaiping and Mr. Ma Chuangang as candidates for independent directors of the Fourth Board of directors.
We have fully reviewed and reviewed the qualifications, work experience, professional experience, professional expertise and nomination procedures of the above candidates. We believe that:
1. The term of office of the third board of directors of the company is about to expire. This general election complies with the company law, gem stock listing rules, GEM listed companies’ standardized operation and other laws and regulations, normative documents and the relevant provisions of the articles of association. The nomination, deliberation and voting procedures of independent director candidates of the board of directors are legal and compliant, There is no situation that damages the interests of the company and all shareholders.
2. As candidates for independent directors of the board of directors, Ms. Ji Xiaoqin, Mr. Lu Zaiping and Mr. Ma Chuangang are not allowed to serve as independent directors of listed companies as stipulated in the company law, the rules for independent directors of listed companies and the standardized operation of companies listed on the gem. There is no situation that they are determined as market prohibitions by the CSRC and have not been lifted, It does not belong to the person subject to execution for dishonesty, nor has it been punished and punished by the CSRC and the stock exchange. Candidates for independent directors have obtained the qualification certificate of independent directors and have the qualification and ability to serve as independent directors of listed companies.
Therefore, we unanimously agree to nominate Ms. Ji Xiaoqin, Mr. Lu Zaiping and Mr. Ma Chuangang as candidates for independent directors of the Fourth Board of directors of the company, and agree to submit the proposal to the general meeting of shareholders for deliberation after the candidates for independent directors have been reviewed and approved by Shenzhen Stock Exchange.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the 41st meeting of the third board of directors) signature of independent directors:
Ji Xiaoqin Lu Zaiping
January 24, 2022
