Prior approval opinions of independent directors on matters related to the 29th meeting of the sixth board of directors
In accordance with the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the guiding opinions on the establishment of independent director system in listed companies, the articles of association, the independent director system and other relevant provisions, As an independent director of Ninestar Corporation(002180) (hereinafter referred to as "company", "listed company" or " Ninestar Corporation(002180) "), after careful review and full discussion, we reviewed the relevant matters of the 29th meeting of the sixth board of directors and issued the following prior approval opinions:
Prior approval opinions on the implementation of equity incentive plan and related party transactions by the holding subsidiary Zhuhai aipaike Microelectronics Co., Ltd
As an independent director of the company, we reviewed the proposal on the implementation of equity incentive plan and related party transactions by the holding subsidiary Zhuhai aipaike Microelectronics Co., Ltd. submitted by the company, and asked the company about the transaction. In order to build an innovative long-term incentive mechanism, effectively stimulate the entrepreneurial spirit of core teams, middle-level backbones and employees, establish a partner mechanism of "benefit sharing and risk sharing" by giving them rights and obligations, and promote EPEC microelectronics to establish and improve the incentive and restraint mechanism, Enhance the sense of responsibility and mission of the management team and core employees to realize the sustained, rapid and healthy development of the company, and effectively practice the core concept of "win-win" of corporate culture. The company plans to transfer 2.07% of the equity of aipaike microelectronics to the employee stock ownership platform for the implementation of the incentive plan, and the transfer price is consistent with the determination method of the incentive equity grant price of this equity incentive plan.
After verification, we believe that this related party transaction complies with the provisions of relevant laws and regulations. The agreed contract terms are fair, there is no damage to the interests of the company's shareholders, especially small and medium-sized shareholders, will not lead to significant changes in the company's current financial status and operating performance, and will not have an adverse impact on the company's daily operation.
In conclusion, we recognize the above contents and agree to submit the above proposal to the 29th meeting of the sixth board of directors of the company for deliberation.
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(this page is the signature page of Ninestar Corporation(002180) independent directors' prior approval opinions on relevant matters of the 29th meeting of the sixth board of directors)
Signature of independent director:
Tang Tianyun
Xiao Yongping
Guo Guo Wang
February 28, 2002
