Securities code: 002180 securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2021-132 Ninestar Corporation(002180)
Announcement of resolutions of the 21st Meeting of the 6th board of supervisors
The company and all members of the board of supervisors 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 21st Meeting of the 6th board of supervisors was held by means of communication on December 23, 2021. The meeting notice was sent to all supervisors by e-mail and wechat on December 20, 2021. Three supervisors should be present, three actually attended the meeting, three supervisors participated in the voting, and related supervisors 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 supervisors. The following proposals were considered and adopted at the meeting:
1、 With 3 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 order to give full play to the use efficiency of funds, reduce financial expenses and improve the operating efficiency of the company, there is no change or disguised change in the investment direction of raised funds, Comply with the relevant provisions of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. Therefore, the board of supervisors agreed to close the raised investment project and permanently supplement 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.
2、 The proposal on the use of some idle raised funds for cash management was considered and adopted by 3 votes in favor, 0 against and 0 abstention
According to the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange 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 and ensure that the construction of raised funds and the use of raised funds are not affected, the board of supervisors agreed that the company should use some 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, The funds within the limit can be used on a rolling basis. And agree to authorize the company's management 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 company's general meeting of shareholders.
For details of the announcement on using some idle raised funds for cash management, see securities times, China Securities Journal, 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.
3、 The proposal on revising and formulating relevant systems of the company was considered and adopted by 3 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 supervisors agreed to the company's reception and promotion system, management system for providing financial assistance to foreign countries, 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.
4、 By 3 affirmative votes, 0 negative votes and 0 abstention votes, the amendment was considered and adopted
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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. 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 companies add value to telecom services according to market changes and business development needs; Inspection and testing services. (if required by law, the business scope can be adjusted in accordance with legal procedures. For projects that need to be approved, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
According to the needs of market changes and business development, the company may adjust its business scope in accordance with legal procedures.
Article 20 the total number of shares of the company is Article 20 the total number of shares of the company is 1076555137 shares, the shares issued by the company are 1410937360 shares, and the shares issued by the company are ordinary shares. Common stock.
For the revised articles of association, see http://www.cn.info.com.cn.
Revision of the
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For details of the announcement of relevant terms, please refer to the securities times, China Securities News, Securities Daily, Shanghai Securities News and http://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 by special resolution.
5、 With 3 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the extension of "the first phase project of laser printer high-end equipment intelligent manufacturing phase I project" was considered and adopted
The postponement of the "first phase of laser printer high-end equipment intelligent manufacturing phase I project" of the raised investment project is a prudent decision made according to the actual implementation of the project. The postponement of the project does not change the implementation subject of the project, the investment purpose of the raised funds, the project implementation location, etc., and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders, It will not have a substantial impact on the implementation of the raised investment project, and will not have an adverse impact on the normal operation of the company and the economic benefits of the raised investment project. The company has performed the necessary decision-making procedures for the extension of the raised investment project, which is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the management of raised funds of listed companies.
For details of the announcement on the extension of the first phase project of "intelligent manufacturing of laser printer high-end equipment phase I project", see securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com.. CN.) on December 24, 2021.
6、 With 3 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the guarantee amount provided by the holding subsidiary for its wholly-owned subsidiary was considered and adopted
In order to support the business development of its wholly-owned subsidiaries Zhuhai Jihai Semiconductor Co., Ltd., Chengdu Jihai Technology Co., Ltd. and Jihai semiconductor (Shenzhen) Co., Ltd., the holding subsidiary of the company Zhuhai aipaike Microelectronics Co., Ltd. (hereinafter referred to as "aipaike microelectronics"), aipaike microelectronics provides the above subsidiaries with a credit guarantee limit of no more than 230.98 million yuan (hereinafter referred to as "this guarantee"), the guarantee amount and the validity period of the authorization shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. The specific guarantee terms shall be determined by the relevant parties through negotiation when the actual guarantee business occurs, and the final actual total guarantee amount will not exceed the guarantee amount granted this time.
The announcement on the guarantee amount provided by the holding subsidiary for its wholly-owned subsidiary is detailed in the 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 the company in 2022 for deliberation and approval by special resolution.
7、 The proposal on the issuance of convertible bonds and related party transactions by Ninestar Holdings Company Limited, an overseas holding subsidiary, was considered with 1 in favor, 0 against and 0 abstention
In order to further promote the development of Lexmark international and enhance its profitability, Ninestar Holdings Company Limited, the company's overseas holding subsidiary, plans to issue 290 million US dollars of convertible bonds, By Ninestar Corporation(002180) and the controlling shareholder Zhuhai Saina Printing Technology Co., Ltd. (hereinafter referred to as "Saina technology") or their wholly-owned subsidiaries established overseas, they respectively subscribed US $90 million and US $200 million (hereinafter referred to as "this transaction"). According to Ninestar Corporation(002180) the stock listing rules of Shenzhen Stock Exchange and Article 5 of the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange
