The independent opinions of the independent directors on the relevant matters of the 29th meeting of the sixth board of directors are in accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange and the articles of association of the company As an independent director of Ninestar Corporation(002180) (hereinafter referred to as “the company”), we, based on the independent judgment and after full review of relevant materials and documents, hereby express independent opinions on the relevant matters considered by the board of directors as follows:
1、 Independent opinions on the company’s restricted stock incentive plan in 2022
1. It is not found that the company is prohibited from implementing the restricted stock incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the restricted stock incentive plan.
2. The directors, middle and senior managers, core technical (business) personnel and other incentive personnel identified by the board of directors in the list of incentive objects of the company’s restricted stock incentive plan are not identified as inappropriate candidates by the stock exchange in the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There is no circumstance that the company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; There are no circumstances in which the company is not allowed to participate in the equity incentive of listed companies as stipulated by laws and regulations or other circumstances recognized by the CSRC. The personnel on the list meet the incentive object conditions specified in the administrative measures and belong to the scope of incentive objects specified in the company’s 2022 restricted stock incentive plan (Draft) and its summary, As the incentive object of the company’s restricted stock incentive plan, its subject qualification is legal and effective. 3. The formulation process of the company’s restricted stock incentive plan in 2022 (Draft) and its summary complies with the provisions of the management measures and other relevant laws and regulations; The contents of the company’s restricted stock incentive plan (Draft) in 2022 and its abstract comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The restricted stock incentive plan is legal and compliant, which is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to the incentive objects in accordance with the restricted stock incentive plan.
5. The management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 aims to ensure the smooth implementation of the restricted stock incentive plan, ensure the standardized operation of the restricted stock incentive plan, truly give full play to the role of the incentive plan, realize the incentive purpose of the restricted stock incentive plan, and is conducive to the sustainable development of the company, There is no harm to the interests of the company and all shareholders.
6. The company’s implementation of this restricted stock incentive plan will help to further improve the company’s governance structure, improve the company’s incentive and restraint mechanism, and enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company.
7. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
In conclusion, we recognize the above contents and agree that the board of directors will submit matters related to the company’s restricted stock incentive plan in 2022 to the third extraordinary general meeting of shareholders in 2022 for deliberation.
2、 Independent opinions on the implementation of equity incentive plan and related party transactions by the holding subsidiary Zhuhai aipaike Microelectronics Co., Ltd
After verification, the equity incentive plan implemented by aipaike microelectronics, the holding subsidiary, is conducive to improving the operating vitality and operating efficiency of the subsidiary, attracting and retaining the backbone and core personnel of the management team that have a direct impact on the overall performance and future sustainable development of the company, fully mobilizing the work enthusiasm of employees and creating greater value for the company. As an independent director, we express the following independent opinions:
1. The convening procedures and voting procedures of the 29th 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. Among the awarding objects of this incentive plan, Mr. Wang Dongjie has served as the director and senior deputy general manager of the company in the past 12 months, and has a brotherly relationship with Mr. Wang Dongying, the chairman of the company. Mr. Zeng Yangyun has served as the chairman of the board of supervisors and Mr. Song Fengjun has served as the employee supervisor of the company in the past 12 months, Ms. Liang Jun and Mr. Song Fengjun are spouses. Mr. Ding Li has served as the technical director of the company in the past 12 months. According to the stock listing rules of Shenzhen Stock Exchange and the articles of association, Mr. Wang Dongjie, Mr. Zeng Yangyun, Mr. Song Fengjun, Ms. Liang Jun and Mr. Ding Li are regarded as related parties of the company. This incentive plan constitutes a related party transaction, Mr. Wang Dongying, a related director, avoided voting according to law when considering the related party transaction proposal. The review process of this matter complies with the provisions of relevant laws and regulations and the articles of association.
3. This connected transaction will not lead to significant changes in the company’s current financial status and operating performance, will not have an adverse impact on the company’s daily operation, and will not damage the interests of the company and other shareholders, especially minority shareholders.
In conclusion, we recognize the above contents and agree that the board of directors will submit the matter to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Independent opinions on the company and its subsidiaries’ financial derivatives trading business in 2022
After verification, we believe that the company and its subsidiaries do not carry out financial derivatives trading business for the purpose of speculative arbitrage, which is mainly to effectively avoid and deal with the risks caused by exchange rate fluctuations, improve the company’s ability to resist exchange rate and interest rate fluctuations, reduce the impact on the company’s operation and reduce the impact of interest rate and exchange rate fluctuations on the company and its subsidiaries, And keep the company and its subsidiaries at a stable level of financial expenses, which will not affect the company’s daily operating capital demand and the normal development of its main business, will not have a significant adverse impact on the company’s operating results, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
The deliberation and voting procedures of this proposal are legal. Therefore, we agree that the company and its subsidiaries carry out financial derivatives trading business, and agree that the board of directors will submit the matter to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 Independent opinions on the company’s provision of bank credit guarantee line for wholly-owned subsidiaries
After verification, the bank credit guarantee line provided by the company for the wholly-owned subsidiary is no more than 300 million yuan, which is carried out according to the needs of the wholly-owned subsidiary’s own operation and development, has fulfilled the necessary deliberation procedures in accordance with relevant laws and regulations, the articles of association and other relevant provisions, and truthfully disclosed the matters related to the guarantee, without damaging the company, shareholders Especially the interests of minority shareholders.
Therefore, we agree that the company will provide a bank credit guarantee line for its wholly-owned subsidiary, and agree that the board of directors will submit the matter to the third extraordinary general meeting of shareholders in 2022 for deliberation.
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(this page is the signature page of the independent opinions of Ninestar Corporation(002180) independent directors 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
