Securities code: Ninestar Corporation(002180) securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2022018 Ninestar Corporation(002180)
Announcement of resolutions of the 23rd 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 liable for false records, misleading statements or major omissions in the announcement.
Ninestar Corporation(002180) (hereinafter referred to as "the company") the 23rd Meeting of the sixth board of supervisors was held by means of communication on February 28, 2022. The meeting notice was sent to all supervisors by e-mail, wechat and other means on February 22, 2022. Three supervisors should be present, three actually attended the meeting and three supervisors participated in the voting. 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、 The proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary was considered by 3 votes in favor, 0 against and 0 abstention
The board of supervisors believes that the contents of the company's 2022 restricted stock incentive plan (Draft) and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies and so on; The incentive plan is legal and compliant, which is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders. It can be implemented in accordance with the requirements of relevant laws, regulations and normative documents after being approved by the general meeting of shareholders of the company.
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.
This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company 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 3 votes in favor, 0 against and 0 abstention
The board of supervisors believes that the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 aims to ensure the smooth implementation of the company's incentive plan, ensure the standardized operation of the incentive plan, be conducive to the sustainable development of the company, and do not damage the interests of the company and all shareholders.
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.
This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
3、 By 3 votes in favor and 0 against, The proposal on verifying the list of incentive objects involved in the company's 2022 restricted stock incentive plan (Draft) was reviewed and approved with 0 abstentions. After verifying the list of incentive objects involved in the company's 2022 restricted stock incentive plan (Draft), the board of supervisors considered that the incentive objects included in the incentive plan are qualified in the company law The qualifications stipulated in the articles of association and other laws, regulations and normative documents do not have the situation that they shall not be the incentive object stipulated in Article 8 of the measures for the administration of equity incentives of listed companies, and meet the incentive object conditions stipulated in the measures for the administration of equity incentives of listed companies and other relevant laws, regulations and normative documents, It belongs to the scope of incentive objects specified in the 2022 restricted stock incentive plan (Draft) and its summary, and its subject qualification as the incentive object of this incentive plan is legal and effective.
Before the general meeting of shareholders, the company will publicize the names and positions of incentive objects in the company through announcement posting within the company, and the publicity period shall not be less than 10 days. After fully listening to the publicity opinions, the board of supervisors will disclose the review opinions on the incentive list and the explanation of publicity five days before the shareholders' meeting considers the incentive plan.
For the list of incentive objects of the company's restricted stock incentive plan in 2022, see http://www.cn.info.com.cn.
This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company 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 reviewed and adopted with 3 affirmative votes, 0 negative votes and 0 abstention
The board of supervisors agreed that the holding subsidiary Zhuhai aipaike Microelectronics Co., Ltd. (hereinafter referred to as "aipaike microelectronics") would provide equity incentive (hereinafter referred to as "incentive plan") to some employees.
The incentive plan is implemented by means of employee stock ownership platform. EPEC microelectronics organizes the preparation of the employee stock ownership platform (the organizational form is a limited partnership, and the number of limited partnerships to be prepared shall be subject to the final actual situation), obtains and directly holds the equity of EPEC microelectronics in the way agreed in the incentive plan, and each incentive object indirectly holds the equity of EPEC Microelectronics by holding the partnership share of the employee stock ownership platform. The company plans to transfer the 2.07% 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 the 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.
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.
This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
5、 With 3 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 general meeting of shareholders of the company.
See the announcement on the company and its subsidiaries' financial derivatives trading business in 2022 for details
On March 1, 2022, securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.).
This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
6、 The proposal on the provision of bank credit guarantee line for wholly-owned subsidiaries by the company was deliberated and adopted with 3 affirmative votes, 0 negative votes and 0 abstention
In order to support the business development of Ninestar Image tech Limited (hereinafter referred to as " Ninestar Corporation(002180) Meiji"), a wholly-owned subsidiary of the company, the company provides a bank credit line of no more than 300 million yuan for Ninestar Corporation(002180) Meiji, a wholly-owned subsidiary of the company (including loan, letter of credit issuance, bank acceptance bill, guarantee, guarantee for internal guarantee and external loan) (hereinafter referred to as "this guarantee"), The validity period of this guarantee is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. When the actual guarantee business occurs, the specific guarantee terms shall be determined by the relevant parties through negotiation, and the operation and management of the company shall be authorized to be responsible for the specific implementation of the guarantee matters and sign relevant contracts and documents.
The announcement on the company's provision of bank credit guarantee line for wholly-owned subsidiaries is detailed in securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on March 1, 2022.
This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
7、 The proposal on convening the third extraordinary general meeting of shareholders in 2022 was considered and adopted by 3 votes in favor, 0 against and 0 abstention
The board of supervisors agreed that the company would hold the third extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting on March 16, 2022 to consider the proposals submitted by the 29th meeting of the sixth board of directors and the 23rd Meeting of the sixth board of supervisors that should be considered by the general meeting of shareholders.
The announcement of the notice on convening the third extraordinary general meeting of shareholders in 2022 is detailed in securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on March 1, 2022.
It is hereby announced.
Ninestar Corporation(002180) board of supervisors
March 1, 2002
