Fujian Nebula Electronics.Ltd(300648) independent director
Independent opinions on matters related to the 16th meeting of the third board of directors
According to the guiding opinions on the establishment of independent director system in listed companies, Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange GEM listed companies standardized operation guidelines (revised in 2020), the Fujian Nebula Electronics.Ltd(300648) articles of Association (hereinafter referred to as the "articles of association") and the Fujian Nebula Electronics.Ltd(300648) independent director system As an independent director of Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as "the company"), based on the principle of diligence, objectivity and impartiality, we hereby express the following independent opinions on the matters related to the restricted stock incentive plan in 2021 considered at the 16th meeting of the third board of directors of the company based on the independent judgment:
1. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
2. The formulation and review process of the company's restricted stock incentive plan for 2021 (Draft) and its abstract comply with the provisions of relevant laws, regulations, rules and normative documents such as the administrative measures, the rules for listing shares on the gem of Shenzhen Stock Exchange (revised in December 2020), the guide for business handling of companies listed on the gem No. 5 - equity incentive.
3、 The incentive objects determined in this restricted stock incentive plan comply with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the administrative measures and other laws, regulations and normative documents, as well as the articles of association Required qualifications. The determined incentive objects for the first time are the directors, senior managers, middle managers and core technical (business) backbone employees of the company and its holding subsidiaries (excluding independent directors, supervisors and expatriates of the company).
The incentive object granted for the first time does not have the following circumstances:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
All the listed personnel meet the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the company's restricted stock incentive plan (Draft) in 2021. Their subject qualification as incentive objects of the company's restricted stock incentive plan in 2021 is legal and effective.
4. The contents of the company's 2021 restricted stock incentive plan comply with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents; The granting arrangements and attribution arrangements (including granting amount, granting date, granting conditions, granting price, waiting period, vesting period, vesting conditions, vesting date, etc.) for restricted shares of each incentive object do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. When the board of directors of the company voted on the relevant proposals of the company's restricted stock incentive plan in 2021, the related directors have avoided voting.
7. The establishment of the assessment indicators of the company's restricted stock incentive plan in 2021 complies with the provisions of relevant laws, regulations and the articles of association. The assessment indicators of the company's restricted stock incentive plan in 2021 are divided into two levels: company level performance assessment and individual level performance assessment.
The performance indicator at the company level is the operating income. The operating income indicator is an important symbol to measure the operating status and market share of the enterprise and predict the future business development trend of the enterprise, which can establish a better image of the capital market. The determination of the company's assessment indicators comprehensively considers the macroeconomic environment, industry development, market competition and the company's future development plan, as well as the realization possibility and incentive effect on the company's employees. The indicator setting is reasonable and scientific.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for the incentive objects, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of the incentive objects. The assessment system of the company's restricted stock incentive plan in 2021 is comprehensive, comprehensive and operable, the assessment index setting is scientific and reasonable, has a restrictive effect on the incentive objects, and can achieve the assessment purpose of the restricted stock incentive plan in 2021.
8. The company's implementation of the restricted stock incentive plan in 2021 is conducive to further improve the corporate governance structure, establish and improve the company's incentive and restraint mechanism, enhance the company's management team and business backbone's sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
We unanimously agree that the company will implement the restricted stock incentive plan in 2021 and agree to submit the matter to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(no text below this page)
(this page is the signature page of Fujian Nebula Electronics.Ltd(300648) independent directors' independent opinions on matters related to the 16th meeting of the third board of directors, with no text)
Signature of independent director:
Zhang Bai, Zheng Shouguang, Guo Ruizheng
December 27, 2001
