Gree Electric Appliances Inc.Of Zhuhai(000651) independent director
Independent opinions on relevant proposals of the 31st meeting of the 11th board of directors
As an independent director of Gree Electric Appliances Inc.Of Zhuhai(000651) (hereinafter referred to as the “company”), in accordance with the independent director rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association of Gree Electric Appliances Inc.Of Zhuhai(000651) (hereinafter referred to as the “articles of association”) According to the working system of Gree Electric Appliances Inc.Of Zhuhai(000651) independent directors and other relevant regulations, the independent opinions on the relevant proposals of the 31st meeting of the 11th board of directors are as follows:
1、 Shareholder return plan for the next three years (2022-2024)
In order to establish a scientific, sustainable and stable shareholder return mechanism and effectively protect the legitimate rights and interests of minority shareholders, the company, in accordance with the provisions of the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant documents of the CSRC, Formulate the shareholder return plan for the next three years (2022-2024) in combination with the actual situation of the company.
We believe that the above plan:
1. Make clear institutional arrangements for the company’s profit distribution in the next three years, which is conducive to ensuring the rationality, continuity and stability of the company’s profit distribution and reflects the reasonable return to investors;
2. Fully consider the market environment and industry characteristics of the company, which is in line with the actual situation of the company, conducive to the sustainable and healthy development of the company and in line with the interests of the company and all shareholders;
3. The planning contents and decision-making procedures shall comply with the provisions of relevant laws and regulations and the articles of association.
To sum up, we unanimously agree to the company’s shareholder return plan for the next three years (2022 ~ 2024) and agree to submit this proposal to the general meeting of shareholders for deliberation.
2、 Proposal on cancellation of the remaining shares after the first phase of repurchase of purchased shares for ESOP
The company’s change and cancellation of the purpose of the first phase of repurchased shares used for the remaining shares after the employee stock ownership plan comply with the relevant provisions of laws and regulations such as the company law of the people’s Republic of China, the opinions on supporting the repurchase of shares by listed companies, and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – repurchase of shares, There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, and will not have a significant impact on the company’s debt performance ability, sustainable operation ability and shareholders’ equity. We unanimously agree to the company’s proposal on the cancellation of the remaining shares after the first phase of repurchase of purchased shares for employee stock ownership plan, and agree to submit this proposal to the general meeting of shareholders for deliberation.
3、 Proposal on general election of the board of directors and nomination of non independent directors
On the basis of fully understanding the educational background, professional experience and professional quality of the nominees, the 11th board of directors of the company nominated five candidates for non independent directors of the 12th board of directors, including Ms. Dong Mingzhu, Mr. Zhang Wei, Mr. Deng Xiaobo, Mr. Zhang Jundu and Mr. Guo shuzhan, with the consent of the nominees themselves.
Through careful examination of the educational background, work experience and other relevant materials of the above-mentioned candidates, we believe that the above-mentioned candidates meet the qualifications of directors of listed companies, and there is no situation that they are determined to be prohibited from entering the market by the CSRC and have not been lifted, nor is there any situation that they are prohibited from taking office in the company law of the people’s Republic of China and the articles of association.
The nomination and voting procedures of non independent directors in the general election of the board of directors of the company comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association, which are legal and effective.
In conclusion, we unanimously agree that the board of directors nominated Ms. Dong Mingzhu, Mr. Zhang Wei, Mr. Deng Xiaobo, Mr. Zhang Jundu and Mr. Guo shuzhan as candidates for non independent directors of the 12th board of directors of the company, and agreed to submit relevant proposals to the general meeting of shareholders for deliberation.
4、 Proposal on general election of the board of directors and nomination of independent directors
The 11th board of directors of the company nominated Ms. Liu Shuwei, Mr. Wang Xiaohua, Mr. Xing Ziwen and Mr. Zhang Qiusheng as independent director candidates of the 12th board of directors on the basis of fully understanding the nominee’s educational background, professional experience and professional quality, and has obtained the consent of the nominee. Through careful examination of the educational background, work experience and other relevant materials of the above-mentioned candidates, we believe that the above-mentioned candidates meet the qualifications of independent directors of listed companies, and there is no situation that they are determined to be prohibited from entering the market by the CSRC and have not been lifted, nor is there any situation that they are prohibited from taking office in the company law of the people’s Republic of China and the articles of association.
The nomination procedures and voting procedures for the general election of independent directors of the board of directors of the company comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association, which are legal and effective.
In conclusion, we unanimously agree that the board of directors nominated Ms. Liu Shuwei, Mr. Wang Xiaohua, Mr. Xing Ziwen and Mr. Zhang Qiusheng as candidates for independent directors of the 12th board of directors of the company, and agreed to submit relevant proposals to the general meeting of shareholders for deliberation.
Gree Electric Appliances Inc.Of Zhuhai(000651) independent directors: Liu Shuwei, Wang Xiaohua, Xing Ziwen January 24, 2002
