Foshan Nationstar Optoelectronics Co.Ltd(002449) independent director
Independent opinions on matters related to the 16th meeting of the 5th board of directors of the company
Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as “the company”) held the 16th meeting of the Fifth Board of directors on the morning of January 24, 2022. In accordance with the relevant provisions of laws and regulations such as the rules for independent directors of listed companies (revised in January 2022), the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (revised in January 2022), the guidelines for corporate governance of listed companies, as an independent director of the company, based on objective and independent judgment, We hereby express the following independent opinions on the relevant matters of the 16th meeting of the Fifth Board of directors:
1、 Independent opinions on continuing to purchase directors, supervisors and senior managers’ liability insurance
Purchasing liability insurance for the company and its directors, supervisors and senior managers is conducive to protecting the rights and interests of the company and its directors, supervisors and senior managers, promoting the responsible personnel to perform their duties, and creating a good external environment for the steady development of the company. When the board of directors considered the matter, all directors avoided voting. The deliberation and voting procedures were legal and effective, in line with the provisions of relevant laws and regulations, and there was no damage to the interests of minority shareholders.
Therefore, we agree to purchase the liability insurance of directors, supervisors and senior managers, and agree to submit it to the general meeting of shareholders of the company for deliberation. 2、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
The daily related party transactions between the company and related parties comply with relevant laws and regulations and meet the daily business needs of the company. It is a normal business transaction conducted by the company to customers, which can realize complementary advantages, rational allocation of resources and maximize economic benefits. The daily related party transactions proposed by the company are conducted in accordance with the principle of “independent subject, fair and reasonable”, and there is no situation that damages the interests of other shareholders.
The motion has been approved by us in advance. When the board of directors of the company considered the above related party transaction proposal, the related directors avoided voting, the voting procedures of related party transactions were legal and effective, and the deliberation and decision-making procedures were in line with the articles of association and other laws and regulations.
Therefore, we agree to the company’s daily related party transactions in 2022 and agree to submit them to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on continuing to carry out forward foreign exchange settlement and sale and foreign exchange option business
The company carries out forward foreign exchange settlement and sales and foreign exchange option business for the purpose of reducing the impact of exchange rate fluctuations on the company’s operating profits, not for the purpose of speculation and profit. This matter complies with the requirements of relevant laws and regulations, normative documents, articles of association and relevant systems. The review procedure is legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
Therefore, it is agreed that the company will continue to carry out the business of forward foreign exchange settlement and sales and foreign exchange options.
4、 Independent opinions on the allowance scheme for independent directors
The company’s independent director’s allowance scheme is formulated according to the industry development trend and regional salary level of the company, and in combination with the actual operation and post performance of the company, which has been discussed by the salary and assessment committee of the board of directors. When the board of directors of the company deliberated the proposal, all independent directors avoided voting. The deliberation and voting procedures were legal and effective, in line with the provisions of relevant laws and regulations, and there was no situation damaging the interests of minority shareholders of the company.
Therefore, we agree to the allowance scheme for independent directors and agree to submit it to the general meeting of shareholders of the company for deliberation.
Independent director: Li boqiao Rao pingui Tang Yong
January 24, 2022
