Independent directors’ independent opinions on matters related to the 28th meeting of the 6th board of directors are in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange, the articles of association, the independent director system and other relevant provisions of the CSRC, As an independent director of Ninestar Corporation(002180) (hereinafter referred to as “the company”), after fully reviewing the relevant materials and documents, and based on the position of independent judgment, we hereby express independent opinions on the relevant matters considered by the board of directors as follows:
1、 Opinions provided by the shareholders of nigstar limited and its overseas holding company on the loan and affiliated transaction of nigstar Limited
1. The convening procedures and voting procedures of the 28th meeting of the sixth board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association, and have fulfilled the legal procedures during the deliberation of this transaction proposal. 2. This transaction constitutes a related party transaction. The related directors Mr. Wang Dongying, Mr. Yan Wei and Mr. Kong Dezhu avoided voting according to law when considering the related party transaction proposal, and did not exercise voting rights on behalf of non related directors. The non affiliated Directors voted on the proposal. The voting procedures of the meeting shall comply with the provisions of laws and regulations and the articles of association.
3. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
4. The listed company and related parties signed the loan agreement with the Cayman joint venture. Based on the principle of equality and mutual benefit, the interest and expense levels determined through negotiation are reasonable, and there is no situation that damages the interests of the company and shareholders.
In conclusion, we recognize the above contents and agree to submit them to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on capital increase of its subsidiaries by Ninestar Holdings Company Limited, an overseas holding subsidiary
This foreign investment can integrate and optimize the asset liability structure of Lexmark international, improve the sustainable profitability of Lexmark international and increase the profitability of the company. The convening procedures and voting procedures of the 28th meeting of the sixth board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association, and have fulfilled the legal procedures during the deliberation of this proposal. This foreign investment has no direct impact on the current profits of the consolidated statements of the listed company, will not lead to changes in the scope of the consolidated statements of the listed company, and does not involve related party transactions, Nor does it constitute a major asset reorganization, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
Therefore, we agree to this foreign investment.
3、 Independent opinions on share repurchase of Ninestar Holdings Company Limited, an overseas holding subsidiary
The share repurchase of overseas holding subsidiaries will enhance the interests of the company in the joint venture and Lexmark international and enhance the sustainable profitability of Lexmark international. This transaction does not involve related party transactions, nor does it constitute a major asset restructuring. The convening procedures and voting procedures of the 28th meeting of the sixth board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association, and have fulfilled the legal procedures during the deliberation of this proposal. The price of the repurchased shares is determined through consultation by all parties with reference to the investment cost of the repurchased shareholders and the financial situation of Lexmark international, and there is no situation that damages the interests of the company and shareholders.
Therefore, we agree to the share repurchase of overseas holding subsidiaries.
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(this page is the signature page of Ninestar Corporation(002180) independent directors’ independent opinions on matters related to the 28th meeting of the sixth board of directors)
Signature of independent director:
Tang Tianyun
Xiao Yongping
Guo Guo Wang
February 7, 2002
