Securities code: Ninestar Corporation(002180) securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2022017 Ninestar Corporation(002180)
Announcement on the resolutions of the 29th 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 liable for false records, misleading statements or major omissions in the announcement.
Ninestar Corporation(002180) (hereinafter referred to as "the company") the 29th meeting of the sixth board of directors was held by means of communication on February 28, 2022. The notice of the meeting was sent to all directors by e-mail and wechat on February 22, 2022. Nine directors should be present, nine directors actually attended the meeting, nine directors participated in the voting, and related directors avoided voting on related matters. The meeting was presided over by Mr. Wang Dongying, chairman of the company. All members of the board of supervisors and all senior managers of the company attended the meeting as nonvoting delegates. 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 passed at the meeting:
1、 The proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary was considered and adopted by 8 votes in favor, 0 against and 0 abstention
In order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of directors, senior managers, middle-level managers, core backbone and other personnel deemed necessary by the company's board of directors (including branches and holding subsidiaries), and effectively integrate the interests of customers, shareholders The interests of the company and employees are combined to make all parties pay common attention to the customer value and the long-term development of the company. On the premise of fully protecting the interests of shareholders, the remuneration and assessment committee of the board of directors of the company has formulated the company's 2022 restricted stock incentive plan (draft) and its summary in accordance with the provisions of relevant laws and regulations. By giving equity incentives to employees, stabilize the core team of wholly-owned subsidiaries, and encourage key employees to grow together and share interests with the company.
Mr. Kong Dezhu, the director of the company, is the incentive object of the plan and belongs to affiliated directors. He avoids voting on this proposal. Other 8 non affiliated directors (including 3 independent directors) voted on this proposal.
The independent directors have expressed their independent opinions on this. See http://www.cn.info.com.cn for the independent opinions of independent directors on relevant matters of the 29th session of the 6th board of directors.
For details of the company's 2022 restricted stock incentive plan (Draft) and the summary of the company's 2022 restricted stock incentive plan (Draft), see http://www.cn.info.com.cn.
The proposal needs to be submitted to the third extraordinary general meeting of shareholders in 2022 for deliberation and approval.
2、 The proposal on the management measures for the implementation of the company's restricted stock incentive plan in 2022 was considered and adopted by 8 votes in favor, 0 against and 0 abstention
In order to ensure the smooth implementation of the company's restricted stock incentive plan in 2022, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the company's directors, senior managers, middle-level managers, core backbone and other personnel deemed necessary by the board of directors to work honestly and diligently, and ensure the steady improvement of the company's performance, To ensure the realization of the company's development strategy and business objectives, the remuneration and assessment committee of the board of directors formulated the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 in accordance with the provisions of relevant laws and regulations and in combination with the actual situation of the company.
Mr. Kong Dezhu, the director of the company, is the incentive object of the plan and belongs to affiliated directors. He should avoid voting, and 8 non affiliated directors (including 3 independent directors) will vote on this proposal.
The independent directors have expressed their independent opinions on this. See http://www.cn.info.com.cn for the independent opinions of independent directors on relevant matters of the 29th session of the 6th board of directors.
See http://www.cn.info.com.cn for details of the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022.
The proposal needs to be submitted to the third extraordinary general meeting of shareholders in 2022 for deliberation and approval.
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 was considered and adopted by 8 votes in favor, 0 votes against and 0 abstentions
In order to ensure the smooth implementation of the company's restricted stock incentive plan, the general meeting of shareholders is hereby requested to authorize the board of directors to handle matters related to the implementation of the restricted stock incentive plan, including but not limited to:
1. Authorize the board of directors to determine the authorization date of the restricted stock incentive plan;
2. Authorize the board of directors to confirm the qualifications and conditions of incentive objects to participate in the restricted stock incentive plan, determine the list of incentive objects and their authorized quantity, and determine the grant price of restricted shares;
3. Authorize the board of directors to make corresponding adjustments to the number and price of restricted stock grants in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the splitting or reduction of shares, the allotment of shares and the distribution of dividends;
4. Authorize the board of directors to grant restricted shares to the incentive object and handle all matters necessary for the grant of restricted shares when the incentive object meets the conditions;
6. Authorize the board of directors to decide whether the incentive object can lift the sales restriction;
7. Authorize the board of directors to handle all matters necessary for the incentive object to lift the restriction on sales and the implementation of this stock restricted stock incentive plan, including but not limited to applying to the stock exchange for lifting the restriction on sales, applying to the registration and Clearing Company for relevant registration and clearing business, handling the change registration of the company's registered capital or other necessary matters related to this restricted stock incentive plan All acts that are appropriate or appropriate;
8. Authorize the board of directors to handle the restricted shares that have not been lifted;
9. Authorize the board of directors to implement the change and termination of the restricted stock incentive plan, including but not limited to canceling the incentive object's qualification for lifting the restriction on sales, repurchase and cancel the restricted stock of the incentive object that has not been lifted, handle the compensation and inheritance of the restricted stock of the deceased incentive object that has not been lifted, and terminate the company's restricted stock incentive plan, Except for the rights to be exercised by the general meeting of shareholders specified in relevant documents;
10. Authorize the board of directors to manage and adjust the company's restricted stock incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the incentive plan, except that such modifications are required by laws, regulations or relevant regulatory authorities to be approved by the general meeting of shareholders or / and relevant regulatory authorities;
11. Authorize the board of directors to sign, execute, modify and terminate any agreement and other relevant documents related to the restricted stock incentive plan;
12. For the implementation of this restricted stock incentive plan, the board of directors is authorized to select and appoint intermediary institutions such as receiving banks, financial consultants, accountants and lawyers;
13. Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders as specified in relevant documents.
14. The validity period of the above authorization is consistent with that of this equity incentive plan.
Mr. Kong Dezhu, the director of the company, is the incentive object of the plan and belongs to affiliated directors. He avoids voting on this proposal. Other 8 non affiliated directors (including 3 independent directors) voted on this proposal.
The proposal needs to be submitted to the third extraordinary general meeting of shareholders in 2022 for deliberation and approval.
4、 The proposal on the implementation of equity incentive plan and related party transactions by Zhuhai aipaike Microelectronics Co., Ltd., a holding subsidiary, was considered and adopted by 8 votes in favor, 0 against and 0 abstention
Zhuhai aipaike Microelectronics Co., Ltd. (hereinafter referred to as "aipaike microelectronics") is the holding subsidiary of the company. Based on the long-term development and governance of aipaike microelectronics in the future, in order to build an innovative long-term incentive mechanism, it is necessary to promote aipaike microelectronics to establish and improve the incentive and restraint mechanism, Enhance the sense of responsibility and mission of the management team and core employees to realize the sustained, rapid and healthy development of the company, and effectively practice the core concept of "win-win" of corporate culture. The company plans to transfer 2.07% of the equity of aipaike microelectronics to the employee stock ownership platform for the implementation of the incentive plan, and the transfer price is consistent with the determination method of the incentive equity grant price of this equity incentive plan. Among them, the number of incentive rights granted for the first time is 1.73% of the total equity of the company, and the number of incentive rights reserved for grant is 0.34% of the total equity of the company.
The incentive rights reserved for grant shall be held by the executive manager of the shareholding platform or an independent shareholding platform before grant, and the specific reservation method shall be subject to the actual implementation. If the incentive interest is reserved for more than 12 months and the incentive object is not specified, the reserved interest is invalid and belongs to the controlling shareholder Ninestar Corporation(002180) .
The incentive objects of the incentive plan include directors (excluding independent directors) and senior managers of EPEC Microelectronics or / and its subordinate companies, middle-level personnel in various sequences of company management, technology, marketing and operation support, as well as those recognized by EPEC microelectronics who have made outstanding contributions to their past performance The total number of incentive objects to be awarded to the core backbone personnel of aipaike Microelectronics or / and its subordinate companies who have made great value contributions to its future development shall not exceed 300.
Among the recipients of this incentive plan, Mr. Wang Dongjie has served as a director and senior deputy general manager of the company in the past 12 months, and has a brotherly relationship with Mr. Wang Dongying, the chairman of the company. Mr. Zeng Yangyun has served as the chairman of the board of supervisors and Mr. Song Fengjun has served as the employee supervisor of the company in the past 12 months, Ms. Liang Jun and Mr. Song Fengjun are spouses. Mr. Ding Li has served as the technical director of the company in the past 12 months. According to the stock listing rules of Shenzhen Stock Exchange and the articles of association, Mr. Wang Dongjie, Mr. Zeng Yangyun, Mr. Song Fengjun, Ms. Liang Jun and Mr. Ding Li are regarded as related parties of the company, This incentive plan constitutes related party transactions.
Mr. Wang Dongying, the chairman of the company, and Mr. Wang Dongjie, the incentive object, are brothers and belong to affiliated directors, so they need to avoid voting on this proposal. The other 8 non affiliated directors (including 3 independent directors) voted on this proposal.
Independent directors have expressed their agreed independent opinions and prior approval opinions. See http://www.cn.info.com.cn for independent directors' independent opinions on matters related to the 29th meeting of the sixth board of directors and independent directors' prior approval opinions on matters related to the 29th meeting of the sixth board of directors. The announcement on the implementation of equity incentive plan and related party transactions by the holding subsidiary Zhuhai aipaike Microelectronics Co., Ltd. is detailed in the securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on March 1, 2022.
5、 The proposal on by election of members of the nomination committee of the sixth board of directors was considered and adopted by 9 votes in favor, 0 against and 0 abstention
Upon the nomination of the chairman, the board of directors elected Mr. Kong Dezhu as a member of the nomination committee of the sixth board of directors. After the by election, the members of the nomination committee of the sixth board of directors of the company are as follows:
The chairman (convener) is Mr. Xiao Yongping, and the members are Mr. Kong Dezhu and Mr. Wang Guoguo. The term of office of the chairman (convener) and members of the nomination committee is the same as that of the sixth board of directors.
6、 With 9 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the company and its subsidiaries to carry out financial derivatives trading business in 2022 was considered and adopted
In order to effectively avoid and deal with the risks brought to the company by exchange rate fluctuations and reduce the impact on the company's operation, according to the requirements of the company's financial derivatives trading management system and other relevant laws and regulations, the company and its subsidiaries use their own funds to carry out financial derivatives trading business without affecting the normal operation, The maximum amount of static position contracts of various types of financial derivatives shall not exceed the equivalent of US $5.5 billion, and the general meeting of shareholders shall be submitted to authorize the company's operation and management to decide and sign relevant transaction documents. The authorization period shall be effective within 12 months from the date when the proposal is considered and approved by the third extraordinary general meeting of shareholders in 2022.
The independent board of directors of www.info.cn agreed to this issue at the 29th meeting of the independent board of directors.
For details of the announcement on the financial derivatives trading business of the company and its subsidiaries in 2022, see securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on March 1, 2022.
The proposal must be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7、 The proposal on the provision of bank credit guarantee line for wholly-owned subsidiaries by the company was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention
In order to support the business development of the wholly-owned subsidiary Ninestar Image tech Limited (hereinafter referred to as " Ninestar Corporation(002180) Meiji"), the company plans to provide the wholly-owned subsidiary Ninestar Corporation(002180) Meiji with a bank credit line of no more than 300 million yuan (including loans, L / C ISSUANCE, bank confirmation bills, guarantees, guarantees for domestic and foreign loans, etc.) (hereinafter referred to as "this guarantee"), The validity period of this guarantee amount shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. When the actual guarantee business occurs, the specific guarantee terms shall be determined by the relevant parties through negotiation, and the company's operation and management shall be authorized to be responsible for the specific implementation of the guarantee matters and sign the agreement documents related to this guarantee.
The independent directors expressed their independent opinions on this. See http://www.cn.info.com.cn for the independent opinions of independent directors on matters related to the 29th meeting of the sixth board of directors.
The announcement on the company's provision of bank credit guarantee line for wholly-owned subsidiaries is detailed in the securities times, China Securities Journal and securities on March 1, 2022
