Securities code: Ninestar Corporation(002180) securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2022029 Ninestar Corporation(002180)
Announcement on adjusting the list and number of incentive objects granted for the first time under the restricted stock incentive plan in 2022
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”) held the 30th meeting of the 6th board of directors and the 24th Meeting of the 6th board of supervisors on March 18, 2022. The proposal on adjusting the list of incentive objects and the number of incentives granted for the first time in the 2022 restricted stock incentive plan was deliberated and adopted respectively. According to the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary (hereinafter referred to as the “incentive plan (Draft)”) and 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, which were deliberated and adopted at the third extraordinary general meeting of shareholders in 2022, The adjustment of relevant matters by the board of directors is in line with the scope of authorization of the third extraordinary general meeting of shareholders in 2022. The relevant matters are explained as follows:
1、 Decision making procedures performed by the company’s restricted stock incentive plan in 2022
On February 28, 2022, the company held the 29th meeting of the sixth board of directors, deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s 2022 restricted stock incentive plan, and 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, The related directors have avoided voting, and the independent directors have expressed their independent opinions with explicit consent. Mr. Xiao Yongping, the independent director of the company, solicited voting rights from all shareholders on the relevant proposals of the restricted stock incentive plan submitted to the general meeting of shareholders for deliberation. Beijing Jindu (Guangzhou) law firm issued the legal opinion of Beijing Jindu (Guangzhou) law firm on Ninestar Corporation(002180) 2022 restricted stock incentive plan.
On February 28, 2022, the company held the 23rd Meeting of the sixth board of supervisors, deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on the verification of the list of incentive objects involved in the company’s 2022 restricted stock incentive plan (Draft), The board of supervisors issued special review opinions on matters related to the company’s restricted stock incentive in 2022.
From March 1, 2022 to March 10, 2022, the company publicized the list and positions of the incentive objects of the restricted stock incentive plan on the intranet. During the publicity period, the board of supervisors of the company did not receive any objection to the incentive objects of the restricted stock. On March 11, 2022, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the restricted stock incentive plan in 2022.
On March 12, 2022, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2022 according to the verification of the trading of the company’s shares by insiders and incentive objects.
On March 16, 2022, the company held the third extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and 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 Proposal on verifying the list of incentive objects involved in the Ninestar Corporation(002180) 2022 restricted stock incentive plan (Draft), etc. See http://www.cn.info.com.cn for details Relevant announcements disclosed on.
2、 Reasons and results of adjustment
In view of the fact that 19 incentive objects in the company’s restricted stock incentive plan in 2022 give up 16900 restricted shares granted this time for personal reasons before the company First grants restricted stock incentive, according to the company’s restricted stock incentive plan in 2022 (Draft) and other relevant regulations and the authorization of the company’s third extraordinary general meeting in 2022, The board of directors of the company decided to adjust the incentive objects and the number of grants in the restricted stock incentive plan accordingly. The details are as follows:
The number of incentive objects granted by the company for the first time was adjusted from 464 to 445, and the number of restricted shares granted this time was adjusted from 5.365 million to 5.3481 million, of which the number of First grants was adjusted from 5.1292 million to 5.1123 million, and the reserved number remained unchanged at 235800.
In addition to the above adjustments, the content of this grant is consistent with the relevant content of the incentive plan (Draft) deliberated and approved by the third extraordinary general meeting of shareholders of the company in 2022.
3、 Impact of this adjustment on the company
The adjustment of the list of incentive objects and the number of awards of the company’s restricted stock incentive plan will not have a material impact on the company’s financial status and operating results.
4、 Opinions of independent directors
The independent directors believe that according to the relevant provisions of the company’s incentive plan (Draft) and the authorization of the company’s third extraordinary general meeting of shareholders in 2022 to the board of directors, the adjustment of the list of incentive objects and the number of grants in this incentive plan comply with the relevant provisions of the administrative measures for equity incentive of listed companies and the company’s incentive plan (Draft), This adjustment is within the scope of authorization of the board of directors by the third extraordinary general meeting of shareholders in 2022. The adjustment procedure is legal and compliant, and there is no situation that damages the interests of the company and all shareholders; The incentive objects granted with restricted shares for the first time after the adjustment have the qualifications and granting conditions specified in the company law, the securities law, the measures for the administration of equity incentive of listed companies and the articles of association. There is no situation that they cannot become incentive objects specified in the measures for the Administration of equity incentive of listed companies. The subject qualification of the incentive objects after the adjustment is legal and effective; The company agrees to adjust the list of incentive objects and the number of awards in this incentive plan.
5、 Opinions of the board of supervisors
The board of supervisors believes that the adjustment of the list of incentive objects and the number of incentive objects granted for the first time is in line with the relevant provisions of the administrative measures for equity incentive of listed companies and the incentive plan (Draft). The adjusted restricted stock incentive objects of the company are in line with the scope of incentive objects specified in the incentive plan (Draft), and all incentive objects meet the requirements of the company law, the securities law The qualifications and granting conditions specified in the measures for the administration of equity incentives of listed companies and other relevant provisions do not exist in the situation that they are not allowed to be incentive objects specified in the measures for the administration of equity incentives of listed companies, and they are all the personnel in the list of incentive objects deliberated and approved by the third extraordinary general meeting of shareholders in 2022, which does not exceed the scope of incentive objects approved by the general meeting of shareholders, Therefore, the incentive objects after the adjustment of the restricted stock incentive plan are legal and effective.
6、 Lawyer’s opinion
Beijing Jindu (Guangzhou) law firm believes that as of the issuance date of this legal opinion, the company has obtained the necessary approval and authorization for this adjustment and this grant at this stage; This adjustment complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan (Draft); The grant date and object determined in this grant comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan (Draft); The conditions for this grant have been met, and the implementation of this grant by the company complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan (Draft); This grant still needs to fulfill the obligation of information disclosure and handle the registration of stock grant according to law.
7、 Documents for future reference
1. Resolutions of the 30th meeting of the 6th board of directors;
2. Resolutions of the 24th Meeting of the 6th board of supervisors;
3. Independent opinions of independent directors on matters related to the 30th meeting of the sixth board of directors;
4. Legal opinion of Beijing Jindu (Guangzhou) law firm on the adjustment and initial grant of restricted stock incentive plan in 2022.
It is hereby announced.
Ninestar Corporation(002180) board of directors
March 19, 2002
