Fujian Nebula Electronics.Ltd(300648) independent director
Independent opinions on matters related to the 17th meeting of the third board of directors
In accordance with the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange (revised in December 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the growth enterprise market, the articles of Association of Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as the "articles of association"), the Fujian Nebula Electronics.Ltd(300648) independent director system and other relevant provisions, 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 relevant proposals of the 17th meeting of the third board of directors of the company based on independent judgment:
1、 Independent opinions on the proposal on granting restricted shares to incentive objects for the first time
After verification, we believe that:
1. According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved by the company's first extraordinary general meeting of shareholders in 2022, the board of directors determined that the first grant date of the company's restricted stock incentive plan in 2021 (hereinafter referred to as "the incentive plan") was January 14, 2022, The grant date complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the company's restricted stock incentive plan (Draft) in 2021.
2. Some of the incentive objects granted for the first time determined in the company's incentive plan do not have the situation of prohibiting the granting of restricted shares as stipulated in the administrative measures, and the subject qualification of the incentive objects is legal and effective.
3. Neither the company nor the incentive object is allowed to grant restricted shares, and the first grant conditions specified in the company's restricted stock incentive plan in 2021 have been met.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's core management team and key employees' sense of responsibility and mission for realizing 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.
In conclusion, we agree that the first grant date of the company's incentive plan is January 14, 2022, and agree to grant 4047470 class II restricted shares to 350 eligible incentive objects at the grant price of 55.24 yuan / share.
2、 Independent opinions on the proposal on providing guarantee for wholly-owned and holding subsidiaries in 2022
The company provides guarantees for wholly-owned and holding subsidiaries, mainly to enhance their financing capacity and meet the needs of production and operation development; The guaranteed objects are all wholly-owned and holding subsidiaries of the company. The company can effectively control its daily business activities and decisions, and the financial risk is within the scope of effective control. At present, the guaranteed enterprise is in good operation and has the ability of sustainable operation and debt repayment. It is expected that the guarantee will not adversely affect the normal operation and business development of the company, and is in line with the overall interests and development strategy of the company; The decision-making procedures for guarantee performance comply with the relevant provisions of laws, regulations and the articles of association, such as the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, all our independent directors unanimously agreed on the expected guarantee and submitted the matter to the general meeting of shareholders for deliberation.
3、 Independent opinions on the proposal on applying for financing quota from banks
The company's application for financing quota from the bank this time can provide financing guarantee for the company's production and operation activities and investment project construction, enhance the liquidity and operation strength of the company's assets, have a positive impact on the company's daily business activities and further promote the sustainable and stable development of the company. At present, the company has normal production and operation, good operating efficiency and financial status, and has strong solvency. The application for financing limit from the bank is in line with the overall interests of the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree to apply for the financing limit from the bank and submit the matter to the general meeting of shareholders of the company for deliberation.
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(this page is the signature page of Fujian Nebula Electronics.Ltd(300648) independent directors' independent opinions on relevant matters of the 17th meeting of the third board of directors, without text)
Signature of independent director:
Zhang Bai, Zheng Shouguang, Guo Ruizheng
specific date
