Securities code: Ninestar Corporation(002180) securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2022019 Ninestar Corporation(002180)
Report on public solicitation of entrusted voting rights by independent directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Entrusted by other independent directors of Ninestar Corporation(002180) (hereinafter referred to as the "company"), in accordance with the relevant provisions of the measures for the administration of equity incentives of listed companies (hereinafter referred to as the "measures") of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), Mr. Xiao Ping, as the third authorized shareholder of the company on the incentive plan of 2016 (hereinafter referred to as "the proposal on the incentive plan of the company") was held on February 16, 2022.
China Securities Regulatory Commission, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents described in this report, and are not responsible for the contents of this report. Any statement to the contrary is a false statement.
1、 Statement of the collector
I, Xiao Yongping, as the collector, have made and signed this report in accordance with the relevant provisions of the management measures and the entrustment of other independent directors to publicly solicit the entrusted voting rights on the restricted stock incentive plan considered at the third extraordinary general meeting of shareholders in 2022. The collector guarantees that there are no false records, misleading statements or major omissions in this report, and shall bear separate and joint legal liabilities for its authenticity, accuracy and completeness; We guarantee that we will not use this solicitation of voting rights to engage in securities fraud activities such as insider trading and market manipulation.
The public solicitation of entrusted voting rights is publicly conducted free of charge on cninfo (www.cn. Info. Com. CN), an information disclosure website designated by the CSRC Make an announcement on the Internet. This solicitation is entirely based on the responsibilities of the soliciter as an independent director of the listed company, and the information released is free of false and misleading statements. The soliciter has obtained the consent of other independent directors of the company for the public solicitation of entrusted voting rights, and has signed this report. The performance of this report will not violate or conflict with any provisions of laws and regulations, the articles of association or the company's internal system.
2、 Basic information of the company and matters of this solicitation
(I) basic information of the company
Chinese Name: Ninestar Corporation(002180)
English Name: Ninestar Corporation
Date of establishment: November 27, 1991
Registered address: Zone B, floor 7, building 01, No. 3883, Zhuhai Avenue, Xiangzhou District, Zhuhai
Stock abbreviation: Ninestar Corporation(002180)
Stock Code: Ninestar Corporation(002180)
Legal representative: Wang Dongying
Secretary of the board of directors: Wu Anyang
Securities affairs representative: Wu Anyang
Office address: Building 1, No. 3883, Zhuhai Avenue, Xiangzhou District, Zhuhai
Postal Code: 519060
Tel: 07563265238
Fax: 07563265238
Email: [email protected].
(II) matters of this solicitation
The solicitors openly solicit the entrusted voting rights from all shareholders of the company for the following proposals considered at the third extraordinary general meeting of shareholders in 2022:
1. Proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan
3、 Basic information of this shareholders' meeting
For details on the convening of this general meeting of shareholders, please refer to the company's announcement on securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on March 1, 2022 Notice on convening the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022022) disclosed in.
4、 Basic information of the recruiter
(I) the current independent director of the company, Mr. Xiao Yongping, is the person soliciting voting rights. The basic information is as follows:
Mr. Xiao Yongping, male, Chinese nationality, without overseas residency, born in February 1966, is a member of the Communist Party of China. He was a lecturer, associate professor, Professor, vice president and Dean of the Law School of Wuhan University. He is currently a professor and doctoral supervisor of the school of law of Wuhan University, director of the Institute of international law of Wuhan University and President of the Institute of international rule of law. Graduate degree, doctor of law. He is now Accelink Technologies Co.Ltd(002281) , Wuhan Zhongke Aquatic Environment Engineering Co., Ltd., and Shenzhen Guohua Network Security Technology Co.Ltd(000004) independent director.
(II) the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
(III) the collector and its main immediate family members have not reached any agreement or arrangement on matters related to the equity of the company; As an independent director of the company, he has no interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
5、 Solicitors' voting on solicitation matters
As an independent director of the company, the soliciter attended the 29th meeting of the sixth board of directors held on February 28, 2022, and made comments on the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the administration of the implementation of the company's 2022 restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan and the proposal on convening the third extraordinary general meeting of shareholders in 2022 voted for approval.
6、 Solicitation scheme
In accordance with the current laws and regulations, normative documents and the articles of association of the company of China, the collector has formulated the scheme for soliciting voting rights. The specific contents are as follows:
(I) solicitation object: all shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting as of the afternoon of March 11, 2022.
(II) collection time: from March 12, 2022 to March 15, 2022 (09:00-11:30 and 14:00-17:30 for each work)
(III) solicitation method: it is publicly available on the information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) An announcement was issued on the to solicit voting rights.
(IV) collection procedures and steps:
Step 1: if the solicitation object decides to entrust the soliciter to vote, it shall fill in the power of attorney for public solicitation of voting rights of independent directors at the third extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "power of attorney") item by item according to the format and content determined in the annex to this report.
Step 2: sign the power of attorney and submit the following relevant documents as required:
1. If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, the original identity certificate of the legal representative, the original power of attorney and the stock account card; All documents of the legal person shareholder in accordance with this article shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
2. If the entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and the stock account card;
3. If the power of attorney is signed by another person authorized by the shareholder, the power of attorney shall be notarized by the notary organ and submitted together with the original power of attorney; The power of attorney signed by the shareholder himself or the legal representative of the shareholder unit does not need to be notarized;
Step 3: after the entrusted voting shareholders have prepared relevant documents according to the requirements of step 2 above, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time, and deliver them at the address specified in this report; If registered mail or express mail is adopted, the time of receipt shall be subject to the time of receipt by the Securities Department of the company. The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Address: 7th floor, building 01, No. 3883, Zhuhai Avenue, Xiangzhou District, Zhuhai
Attention: Wu Anyang
Tel: 07563265238
Fax: 07563265238
Postal Code: 519060
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark the words "power of attorney for public solicitation of voting rights by independent directors" in a prominent position.
Step 4: the witness lawyer confirms the valid vote. The witness lawyer employed by the company will conduct formal review on the documents listed above submitted by corporate shareholders and individual shareholders. The valid authorization confirmed by the audit will be submitted to the collector by the witness lawyer. The authorization and entrustment of shareholders shall be valid if they meet the following conditions:
1. The power of attorney and relevant documents have been delivered to the designated place in accordance with the requirements of the collection procedure of this report;
2. Submit the power of attorney and relevant documents within the solicitation time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, and the content of the authorization is clear, and the relevant documents submitted are complete and effective;
4. The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders.
(V) if the shareholder repeatedly authorizes the proxy collector to vote on the solicitation, but the authorized contents are different, the power of attorney signed by the shareholder last time is valid. If the signing time cannot be judged, the power of attorney received last is valid. The same matter cannot be voted for multiple times. If there are multiple votes (including on-site voting and online voting), the first voting result shall prevail.
(VI) in case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following methods:
1. After the shareholder entrusts the voting right of the solicitation matters to the solicitor, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will recognize that its authorization to the solicitor will automatically become invalid;
2. If the shareholder attends in person or entrusts the voting right of the solicitation to someone other than the solicitor to register and attend the meeting, and expressly revokes the authorization to the solicitor in writing before the deadline of on-site meeting registration, the solicitor will recognize that its authorization to the solicitor will automatically become invalid;
3. The shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and choose one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
Annex: power of attorney for public solicitation of voting rights of independent directors
It is hereby announced.
(there is no text on this page, which is the signature page of the report of Ninestar Corporation(002180) independent directors on public solicitation of entrusted voting rights)
Collected by: Xiao Yongping
February 28, 2022 Annex:
Ninestar Corporation(002180)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I have carefully read the full text of the report on public solicitation of entrusted voting rights by independent directors, the notice on convening the third extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, and have fully understood the relevant conditions of this solicitation of voting rights.
Before the registration of the on-site meeting, I / the company has the right to withdraw the authorization of the collector under this power of attorney or modify the content of this power of attorney at any time according to the procedures determined in the report on the solicitation of voting rights by independent directors. As the authorized principal, I / the company hereby authorize Xiao Yongping, an independent director, to attend the third extraordinary general meeting of shareholders in 2022 as my / the company's agent, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney. My / our company's voting opinions on this solicitation of voting rights are as follows:
Voting opinion
Motion
Agree against abstention
1. Notes to the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary 2, the proposal on the measures for the implementation and assessment of the company's 2022 restricted stock incentive plan 3, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan:
1. If you want to vote for the proposal, please fill in "√" in the "agree" column; if you want to vote against the proposal, please fill in "√" in the "disagree" column; If you want to abstain from voting on the proposal, please fill in "√" in the corresponding place in the "abstaining" column. In the absence of clear instructions, proxies may vote by themselves. Affiliated shareholders need to avoid voting.
2. The power of attorney shall be valid for briefing, copying or self-made in the above format; The entrustment of the unit shall be stamped with the official seal of the unit.
Name or name of the client (signature and seal): number of shares held by the client:
Principal's ID number (business license number): client's account:
Signature of the trustee: the ID number of the trustee:
