As an independent director of Changzhou Xingyu Automotive Lamp Co., Ltd. (hereinafter referred to as the “Company”), we are in accordance with the “Guiding Opinions on the Pilot Implementation of the Employee Stock Ownership Plan for Listed Companies” and the Employee Stock Ownership of Listed Companies on the Shanghai Stock Exchange. The Guidelines for the Work of Planning Information Disclosure have carefully reviewed the relevant matters considered by the 11th meeting of the fourth board of directors of the company, and expressed their opinions as follows.

1. Proposal on Amending the Employee Shareholding Plan of Changzhou Xingyu Car Light Co., Ltd. and the Proposal on Amending the Management Rules of the Employee Stock Ownership Plan of Changzhou Xingyu Automobile Co., Ltd. The Employee Stock Ownership Plan and the Management Rules are in compliance with the “Guiding Opinions on the Pilot Implementation of the Employee Stock Ownership Plan for Listed Companies” and other relevant laws, regulations, regulatory documents and the Articles of Association;

2. The procedure for reviewing the “Proposal on Amending the Employee Shareholding Plan of Changzhou Xingyu Car Light Co., Ltd.” and the “Proposal on Amending the Management Rules of the Employee Stock Ownership Plan of Changzhou Xingyu Automobile Co., Ltd.” And the decision-making is legal and effective, there is no situation that harms the interests of the company and all shareholders, and there is no situation of forcing employees to participate in the employee stock ownership plan by means of apportionment or forced distribution;

3. The implementation of the company's third-phase employee stock ownership plan is in line with the Employee Stock Ownership Plan, the Guiding Opinions on the Pilot Implementation of the Employee Stock Ownership Plan for Listed Companies, and other relevant laws, regulations, regulatory documents, and the Articles of Association. Provision.

4. The company does not have any circumstances prohibiting the implementation of the employee stock ownership plan as stipulated by laws and regulations such as the “Guiding Opinions on the Implementation of the Employee Stock Ownership Plan Pilot in Listed Companies”;

5. The contents of the employee stock ownership plan are in compliance with the relevant laws and regulations of the “Guiding Opinions on the Implementation of the Employee Stock Ownership Plan Pilot Program for Listed Companies”. There is no harm to the interests of the company and all shareholders, and there is no apportionment, forced distribution, etc. Ways to force employees to participate in the employee stock ownership plan;

6. The company's implementation of employee stock ownership plan is conducive to improving corporate governance, further improving the company's incentive and restraint mechanism, improving employee cohesion and company competitiveness, and benefiting the effective combination of shareholders' interests, company interests and employee benefits. Continue to develop. The company agreed to amend the “Changzhou Xingyu Car Light Co., Ltd. Employee Stock Ownership Plan” and “Changzhou Xingyu Car Light Co., Ltd. Employee Stock Ownership Plan Management Rules” and implement the third employee stock ownership plan .

Changzhou Xingyu Car Light Co., Ltd. Independent Director

Yue Guojian, Chen Lianghua, Wang Bo

February 8, 2017