Securities code: 002180 securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2021-131 Ninestar Corporation(002180)
Announcement on resolutions of the 26th meeting of the 6th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
Ninestar Corporation(002180) (hereinafter referred to as "the company") ）The 26th meeting of the 6th board of directors was held by means of communication on December 23, 2021. The meeting notice was sent to all directors by e-mail and wechat on December 20, 2021. Eight directors should be present, eight directors actually attended the meeting, eight directors participated in the voting, and the related directors avoided voting on related matters. The convening and voting procedures of the meeting comply with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors. The following proposals were considered and adopted at the meeting:
1、 The proposal on the election of directors was considered and adopted by 8 affirmative votes, 0 negative votes and 0 abstention votes
In view of the resignation of Mr. Wang Dongjie, a director of the sixth board of directors of the company, and after review by the nomination committee of the board of directors of the company, it is hereby agreed to nominate Mr. Kong Dezhu as a candidate for non independent director of the sixth board of directors of the company, and the term of office is the same as that of the sixth board of directors.
In the sixth board of directors, the total number of directors concurrently serving as the company's senior managers and employees' representatives does not exceed half of the total number of directors of the company.
Independent directors have expressed independent opinions on this. See http://www.cn.info.com.cn for independent directors' independent opinions on matters related to the 26th meeting of the 6th board of directors.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
Mr. Kong Dezhu's resume is attached.
2、 The proposal on director's allowance standard was considered and adopted by 8 affirmative votes, 0 negative votes and 0 abstention votes
Since the 6th board of directors of the company agreed to nominate Mr. Kong Dezhu as a non independent director of the current board of directors, in combination with the suggestions of the remuneration and assessment committee, the board of directors agreed that the director allowance salary standard of Mr. Kong Dezhu during his tenure as a non independent director of the current board of directors was 0 yuan, as detailed below:
Name and position allowance standard (10000 yuan)
Kong Dezhu director 0
Independent directors have expressed independent opinions on this. See http://www.cn.info.com.cn for independent directors' independent opinions on matters related to the 26th meeting of the 6th board of directors.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
3、 The proposal on the appointment of senior managers of the company was considered and adopted by 8 votes in favor, 0 against and 0 abstention
Nominated by Mr. Yan Wei, the director and general manager of the company, the board of directors of the company agreed to appoint Mr. Kong Dezhu as the senior management of the company and the senior deputy general manager of the company. Mr. Kong Dezhu's term of office is the same as that of the sixth board of directors.
Mr. Kong Dezhu's resume is attached.
Independent directors have expressed independent opinions on this. See http://www.cn.info.com.cn for independent directors' independent opinions on matters related to the 26th meeting of the 6th board of directors.
4、 The proposal on annual basic salary standard for senior managers was considered and adopted by 8 votes in favor, 0 against and 0 abstention
Whereas the board of directors of the company agrees to appoint Mr. Kong Dezhu as the senior management of the company and as the senior deputy general manager of the company, combined with the suggestions of the remuneration and assessment committee of the board of directors of the company, the board of directors agrees that the annual basic remuneration of Mr. Kong Dezhu during his tenure as the senior management is RMB 2.6 million. Details are as follows:
Name Title annual basic salary / year (before tax)
Kong Dezhu, senior deputy general manager, 2.6 million yuan
Note: annual basic salary = monthly salary X12 (accounting for 70% of the basic salary) + year-end bonus base (accounting for 30% of the basic salary, which is related to the annual performance appraisal coefficient).
Independent directors have expressed independent opinions on this. See http://www.cn.info.com.cn for independent directors' independent opinions on matters related to the 26th meeting of the 6th board of directors.
5、 With 8 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on closing some investment projects with raised funds and permanently supplementing the surplus raised funds with working capital was considered and adopted
In view of the fact that the "intelligent production transformation project" invested by the company's raised funds has reached the expected usable state, it is agreed to close the project. At the same time, in order to meet the development needs of the company and improve the use efficiency of raised funds, in combination with the actual operation of the company, It is agreed that the company will permanently supplement the working capital of RMB 479.4194 million (including financial management income and bank deposit interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out) from the surplus raised funds after the completion of the raised investment project for the daily operation and business development of the company.
The independent directors have expressed independent opinions on this, the sponsor has issued verification opinions, and the independent directors' independent opinions on matters related to the 26th meeting of the sixth board of directors See http://www.cn.info.com.cn for details of the verification opinions of Huarong Securities Co., Ltd. on closing some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital.
The announcement on closing some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital is detailed in securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com.. CN) on December 24, 2021.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
6、 The proposal on using some idle raised funds for cash management was considered and adopted by 8 votes in favor, 0 against and 0 abstention
According to the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and other provisions, combined with the promotion of the company's raised investment projects and the temporary idleness of some of the company's raised funds. In line with the principle of maximizing the interests of shareholders, in order to improve the use efficiency of raised funds, the company plans to use part of the temporarily idle raised funds with a maximum amount of no more than RMB 700 million for cash management and timely purchase bank financial products with high safety, good liquidity and short-term principal guaranteed under the condition of ensuring that the construction of raised funds and the use of raised funds are not affected, The funds within the limit can be used on a rolling basis. The board of directors of the company agrees to authorize the management of the company to exercise the investment decision-making power and sign relevant contract documents. The authorization period is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
The independent directors issued independent opinions, the sponsor issued verification opinions, the independent financial consultant issued verification opinions, the independent directors' independent opinions on matters related to the 26th meeting of the sixth board of directors, the verification opinions of Huarong Securities Co., Ltd. on Ninestar Corporation(002180) using some idle raised funds for cash management See http://www.cn.info.com.cn for details of the verification opinions of Huatai United Securities Co., Ltd. on Ninestar Corporation(002180) using some idle raised funds for cash management. See securities times, China Securities News, securities daily and Shanghai Securities News on December 24, 2021 for details of the announcement on using some idle raised funds for cash management And cninfo (www.cn. Info. Com.. CN.).
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
7、 The proposal on Amending and formulating relevant systems of the company was considered and adopted by 8 votes in favor, 0 against and 0 abstention
In order to further improve corporate governance, in combination with the company law, the securities law, the governance standards for listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the actual operation of the company, The board of directors agreed to the company's reception and promotion work system, management system for external financial assistance, venture capital management system, internal management system of long-term mechanism of corporate governance, management system of financial derivatives trading business, social responsibility system, internal audit system The management system for long-term settlement and sales of foreign exchange, the management system for the filing and registration of insiders and the management system for investor relations were sorted out and revised accordingly, and the management system for the filing and registration of insiders and the management system for foreign exchange risk hedging were newly formulated. The revised and formulated reception and promotion work system, management system for external financial assistance, venture capital management system, internal management system for long-term mechanism of corporate governance, management system for financial derivatives trading business, social responsibility system, internal audit system See http://www.cninfo.com.cn.cn for details of the management system of forward foreign exchange settlement and sales, the management system of insider information reporting and registration, the management system of investor relations and the management system of foreign exchange risk hedging.
8、 With 8 affirmative votes, 0 negative votes and 0 abstention, the amendment to the convention was considered and adopted
<公司章程>
Proposal on relevant provisions
In combination with the company's development strategy and actual situation, it is proposed to change the relevant provisions of the articles of association. The comparison before and after the change is as follows:
Before and after change
Article 6 domicile of the company: Zhuhai University, Xiangzhou District, Zhuhai Article 6 domicile of the company: Zone B, 2nd floor, 7th floor, building 01, No. 3883, Zhuhai Avenue, Xiangzhou District, Zhuhai, and zone B, 7th floor, No. 3883, 1st Road, building 02.
Building a, 2 / F, building 03, building 04, 1 / F, 2 / F and 3 / F, postal code: 519060
Building 05, 4th floor, 5th floor. Postal Code: 519060
Article 7 the registered capital of the company is RMB. Article 7 the registered capital of the company is RMB
1076555137 yuan. 1410937360 yuan.
Article 13 the business scope of the company shall be subject to registration and approval according to law. Article 13 the business scope of the company shall be: general items: integrated circuit sales; IC: general projects: technical services, technology development and manufacturing; Integrated circuit design; IC chip and technology consultation, technology exchange, technology transfer and sales of technical products; IC chip design and services; Integration promotion; Integrated circuit manufacturing; Integrated circuit sales; Circuit chip and product manufacturing; Computer and office equipment integrated circuit chip and product manufacturing; IC core maintenance; Wholesale of computer software, hardware and auxiliary equipment; Film counting and product sales; Integrated circuit chip design and retail of software, hardware and auxiliary equipment of server computer; Computer software and hardware services; Integrated circuit design; Manufacturing of computer and office equipment and peripheral equipment; Software sales; Network technology maintenance; Wholesale of computer software, hardware and auxiliary equipment; Services; Information system operation and maintenance services; Retail of information system computer software, hardware and auxiliary equipment; Computer integration services; Information technology consulting services; Manufacturing of office equipment software, hardware and peripheral equipment; Software sales; Network consumables sales; Manufacturing of office equipment consumables; Copy and glue technical services; Information system operation and maintenance services; Printing equipment manufacturing; Copy and offset printing equipment sales; Regenerative information system integration service; Information technology consulting services; Resource recovery (except productive scrap metal); renewable capital office equipment consumables manufacturing; office equipment consumables sales; source sales; renewable resources processing; engaged in the manufacturing of copying and offset printing equipment with its own funds; copying and offset printing equipment investment activities; Internet sales (except sales requiring license sales; renewable resources recovery) (except for the commodities of productive waste gold); science and technology intermediary services; warehousing of general goods); sales of renewable resources; processing of renewable resources; services (excluding hazardous chemicals and other items requiring licensing and approval, investment activities with their own funds; Internet sales purposes); mechanical equipment leasing; technical services and technical development (except for the sale of goods requiring license); technology intermediary development, technical consultation, technical exchange, technology transfer and technical services; general goods warehousing services (excluding dangerous technology promotion). (except for the items that need to be approved according to law, the items that need to be approved according to the law, such as learning products); the business license of mechanical equipment to carry out business activities independently according to law); the sales of commercial password products; the items of additive manufacturing equipment: the sales of special products for computer information system security; the sales of equipment; the manufacturing of metal tools; the sales of metal tools; the treatment of waste electrical and electronic products; and the commercial use Password products sales, hardware products wholesale; Hardware product manufacturing; Hardware production and sales; Class I value-added telecommunications services; Research and development of class II value-added electrical products; Hardware products retail. (except for the trust business required by law; inspection and testing services. (except for the projects that must be approved according to law, the projects that are independently opened according to law with the business license can only be carried out after being approved by the relevant departments) licensed projects: computer information system activities, and the specific business projects are subject to the sales of special safety products approved by the relevant departments; the disposal of waste electrical and electronic products or licenses; class I value-added telecommunications services ； The second type of company is based on the needs of market changes and business development
