Independent directors’ independent opinions on matters related to the 26th 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 full review of relevant materials and documents, and based on the position of independent judgment, we hereby express independent opinions on relevant matters considered by the board of directors as follows:
1、 Independent opinions on the election of directors
After verification, we believe that:
1. The nomination procedure for the candidates of the board of directors of the company is legal and effective. This nomination is carried out on the basis of fully understanding the nominee’s educational background, professional experience and professional quality.
2. This nomination has been approved by the nominee himself.
3. The non independent directors elected in this election have the qualifications and work experience to perform the duties of directors, are competent for the duties of the positions they are employed, and are qualified to serve as directors of the company. It is not found that the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations and the articles of association stipulate that they are not allowed to serve as directors, that they are determined by the CSRC to be prohibited from entering the market and that the prohibition has not been lifted, and that they have not been subject to any punishment and punishment by the CSRC and other relevant departments, There is no case of being listed as a dishonest person.
4. Agree to nominate Mr. Kong Dezhu as a candidate for non independent director of the sixth board of directors of the company and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinion on director’s allowance standard
In accordance with the articles of association and other relevant provisions and in combination with the suggestions of the company’s remuneration and assessment committee, we agree with the allowance and remuneration standard of Mr. Kong Dezhu during his tenure as a non independent director of the sixth board of directors, and submit the matter to the general meeting of shareholders for deliberation.
3、 Independent opinions on the appointment of senior managers of the company
Mr. Kong Dezhu, the senior manager employed this time, has the professional knowledge of enterprise management necessary to perform his duties, and his educational background, work experience and professional ability are competent for the job requirements of the employed post; It is not found that there are any circumstances specified in Article 146 of the company law, that it has not been punished by the CSRC and other relevant departments and the stock exchange, or that it is not allowed to serve as a senior manager of a listed company; Its nomination, voting and appointment procedures are standardized and legal, comply with relevant laws, regulations and the articles of association, and its qualifications meet the conditions for serving as senior managers of listed companies. Therefore, we agree to appoint Mr. Kong Dezhu as senior management and technical director of the company. Mr. Kong Dezhu’s term of office is the same as that of the sixth board of directors.
4、 Independent opinions on the annual basic salary standard of senior managers
In accordance with the articles of association and other relevant provisions and in combination with the actual situation of the company, in order to further promote the sense of diligence and responsibility of senior managers, undertake corresponding responsibilities, perform due obligations and meet the long-term development of the company, we agree with the annual basic salary standard of Mr. Kong Dezhu during his tenure as secretary of the board of directors of the company.
5、 Independent opinions on the settlement of some investment projects with raised funds and the permanent supplement of working capital with the surplus raised funds
After verification, we believe that the company’s prudent decision to close the “intelligent production transformation project” of the raised investment project and permanently supplement the surplus raised funds with working capital is based on the construction of the raised investment project and the actual operation of the company, which will help to improve the use efficiency of the raised funds, reduce financial expenses and improve the operation efficiency of the company, It is conducive to maximizing the interests of the company and shareholders. There is no change or disguised change in the investment direction of the raised funds, and there is no violation of the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use of the raised funds of listed companies. Its decision-making procedures comply with the provisions of laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange.
Therefore, we agree to close the company’s fund-raising project “intelligent production transformation project”, permanently supplement the working capital with the surplus fund-raising, and agree to submit the matter to the general meeting of shareholders for deliberation.
6、 Independent opinions on using some idle raised funds for cash management
After verification, we believe that the use of some idle raised funds for cash management is conducive to improving the cash management income of idle raised funds. The idle raised funds used by the company do not conflict with the implementation plan of the investment project of raised funds, and there is no behavior of changing the purpose of raised funds in a disguised manner, It will not affect the construction and use of the raised funds, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The deliberation and voting procedures of this proposal are legal.
Therefore, we agree that the company will use some idle raised funds with a maximum amount of no more than RMB 700 million for cash management, and agree that the board of directors will submit the matter to the general meeting of shareholders for deliberation.
7、 Independent opinions on the extension of the first phase of the first phase of the first phase of the intelligent manufacturing project of laser printer high-end equipment
After verification, we believe that the extension of the company’s fund-raising project “the first phase of laser printer high-end equipment intelligent manufacturing phase I project” is a prudent decision made according to the actual implementation of the project, which is in line with the company’s development plan. There is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders, which is in line with the company law The provisions of laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange.
Therefore, we agree to the extension of the raised investment project “phase I project of intelligent manufacturing of high-end laser printer equipment”.
Proposal on the guarantee amount provided by the holding subsidiary for its wholly-owned subsidiary
8、 Proposal on the guarantee amount provided by the holding subsidiary for its wholly-owned subsidiary
After verification, we believe that:
The company has established a centralized fund management mode to monitor the fund flow and financial information of subsidiaries and subsidiaries in real time. Master the fund use and guarantee risk of subsidiaries and subsidiaries, and the risk of both parties to the transaction, which can be monitored through centralized fund management to ensure the safe operation of the company’s overall funds, and in strict accordance with the notice on regulating the external guarantee behavior of listed companies and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange issued by China Securities Regulatory Commission, Effectively control the company’s external guarantee risk.
Therefore, we agree that the board of directors shall submit the matter to the general meeting of shareholders of the company for deliberation.
9、 Proposal on Issuing Convertible Bonds and bonds by Ninestar Holdings Company Limited, an overseas holding subsidiary
After verification, we believe that:
1. The convening procedures and voting procedures of the 26th 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 when deliberating the transaction proposal.
2. This transaction constitutes a related party transaction. The related directors avoided voting according to law when considering the related party transaction proposal, and did not exercise voting rights on behalf of non related directors. Other 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 measures for the administration of major asset reorganization of listed companies.
4. In this related party transaction in which the company and related parties jointly subscribe for convertible bonds issued by subsidiaries, all parties negotiate and determine the subscription price based on the principle of equality and mutual benefit, the interest level is reasonable, and there is no situation damaging the interests of the company and shareholders.
Therefore, we agree that the board of directors shall submit the matter to the general meeting of shareholders of the company for deliberation.
(no text below)
(this page is the signature page of Ninestar Corporation(002180) independent directors’ independent opinions on matters related to the 26th meeting of the sixth board of directors)
Signature of independent director:
Tang Tianyun
Xiao Yongping
Guo Guo Wang
December 23, 2001
