Regarding the "Company Law," "Administrative Measures for Independent Directors of Listed Companies," "Shenzhen Stock Exchange Stock Listing Rules," "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 1—Norms for Operation of Main Board Listed Companies," and other laws and regulations, as well as the "Articles of Association of Kai Rui De Holdings Co., Ltd." (hereinafter referred to as the "Articles of Association"), we, as members of the Nomination Committee of Kai Rui De Holdings Co., Ltd. (hereinafter referred to as the "Company"), have carefully reviewed the "Proposal on Appointing the Company Secretary" and the "Proposal on Nominating Non-Independent Director Candidates for the Eighth Board of Directors" to be submitted for deliberation at the Eighth Board of Directors meeting. We have reviewed the qualifications and related materials of the Company Secretary and the non-independent director candidates and hereby express our review opinions as follows:
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Upon review, the nominations for the Company Secretary by the Chairman of the Board and the nominations for the non-independent director candidates to be elected by the Board have obtained the consent of the nominees. The nomination procedures comply with the relevant provisions of the "Company Law" and the "Articles of Association." The nominees' qualifications meet the conditions for serving as Company Secretary and Director, and they are capable of fulfilling the responsibilities of their positions. No circumstances that would prohibit them from serving as Company Secretary or Director under the "Company Law" or the "Shenzhen Stock Exchange Stock Listing Rules" have been found. There are no circumstances deemed unsuitable for serving as a director or senior management personnel of a listed company by the China Securities Regulatory Commission and the Shenzhen Stock Exchange. In the past thirty-six months, they have not been subject to administrative penalties from the China Securities Regulatory Commission or public reprimands or circular criticisms from the Shenzhen Stock Exchange. They have not been investigated by judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, nor are they listed as dishonest judgment debtors. They meet the qualification requirements stipulated by relevant laws, regulations, and rules.
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In summary, we agree to appoint Ms. Tuo Yuanyuan as the Company Secretary and nominate Ms. Tuo Yuanyuan as a candidate for the non-independent director of the Eighth Board of Directors. Her term of office will be consistent with the term of the current Board of Directors, and we hereby submit this for the Board of Directors' deliberation.