The independent opinions of independent directors on the relevant matters of the 30th 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, 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、 Independent opinions on adjusting the list and number of incentive objects granted for the first time under the restricted stock incentive plan in 2022
After verification, we believe that: according to the relevant provisions of the company’s incentive plan (Draft) and the authorization of the company’s third extraordinary general meeting of shareholders in 2022 to the board of directors, the adjustment of the list of incentive objects and the number of grants in this incentive plan comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the company’s incentive plan (Draft), This adjustment is within the scope of authorization of the board of directors by the third extraordinary general meeting of shareholders in 2022. The adjustment procedure is legal and compliant, and there is no situation that damages the interests of the company and all shareholders; The incentive objects granted with restricted shares for the first time after the adjustment have the qualifications and granting conditions specified in the company law, the securities law, the measures for the administration of equity incentive of listed companies and the articles of association. There is no situation that they cannot become incentive objects specified in the measures for the Administration of equity incentive of listed companies. The subject qualification of the incentive objects after the adjustment is legal and effective; The company agrees to adjust the list of incentive objects and the number of awards in this incentive plan.
2、 Independent opinions on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2022
After verification, we believe that: according to the authorization of the third extraordinary general meeting of shareholders in 2022 to the board of directors, the board of directors determined that the grant date of restricted shares in the incentive plan of the company was March 18, 2022, which was in line with the administrative measures for equity incentive of listed companies and other laws, regulations, normative documents and relevant provisions on the grant date in the incentive plan. As of the grant date, the company has fulfilled the relevant approval procedures for the incentive plan, and the grant conditions for the incentive object to be granted Restricted Shares specified in the incentive plan have been met; The incentive objects (after adjustment) granted by the company with restricted shares this time comply with the relevant provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant provisions, and their subject qualification as the incentive objects of the company’s incentive plan is legal and effective. The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects. The implementation of this incentive plan will help the company further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain professional management, core technology and business talents, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and the core team, Enable all parties to pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives. It is agreed that the company will grant 5112300 restricted shares to 445 incentive objects (after adjustment) at the grant price of 24.82 yuan / share on March 18, 2022 as the first grant date. (no text below)
(this page is the signature page of the independent opinions of Ninestar Corporation(002180) independent directors on relevant matters of the 30th meeting of the sixth board of directors)
Signature of independent director:
Tang Tianyun
Xiao Yongping
Guo Guo Wang
March 18, 2002
