Stock Code: 002449 stock abbreviation: Foshan Nationstar Optoelectronics Co.Ltd(002449) Announcement No.: 2022-003 Foshan Nationstar Optoelectronics Co.Ltd(002449)
Announcement on the resolutions of the 16th meeting of the 5th 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.
The 16th meeting of the 5th board of directors of Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as "the company") was notified by face-to-face and e-mail on January 20, 2022, and held in the form of on-site combined video conference on the morning of January 24, 2022. The meeting was presided over by Mr. Wang Jia, chairman of the board of directors. 9 directors should attend the meeting, 9 actually attended the meeting, and 3 supervisors attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China, the articles of association and other relevant provisions.
After careful deliberation and voting, the directors present at the meeting formed the following resolutions:
1、 The proposal on Amending and adding some internal control systems of the company was deliberated and passed one by one
1.1 proposal on adding system management system
Voting results: 9 in favor, 0 against and 0 abstention
Agree to formulate the company's system management system, which will help to further standardize and strengthen the company's system management. For details, please refer to www.cn.info.com.cn on January 26, 2022 The full text of system management system.
1.2 proposal on adding compliance management system
Voting results: 9 in favor, 0 against and 0 abstention
Agree to formulate the company's compliance management system. It helps to strengthen and standardize the company's compliance management, and further improve the level of corporate governance and the ability to prevent risks. For details, please refer to www.cn.info.com.cn on January 26, 2022 The full text of the compliance management system.
1.3 proposal on Revising the external guarantee management system
Voting results: 9 in favor, 0 against and 0 abstention
It is agreed to revise the company's external guarantee management system. For details, please refer to www.cn.info.com.cn. On January 26, 2022 The full text of the foreign guarantee management system.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
1.4 proposal on Amending the investment management system
Voting results: 9 in favor, 0 against and 0 abstention
It is agreed to revise the company's investment management system. For details, please refer to www.cn.info.com.cn. On January 26, 2022 Full text of investment management system.
2、 Deliberated and passed the proposal on the appointment of the company's general legal adviser
Voting results: 9 in favor, 0 against and 0 abstention
After comprehensive consideration of the candidate's basic information, educational background, professional experience, professional quality and other factors, the board of directors agreed to appoint Mr. Qu Wei as the general legal adviser of the company to be responsible for the legal affairs of the company. See the attachment for his resume.
Mr. Qu Wei meets the qualification requirements for relevant positions in laws and regulations, normative documents, articles of association and other relevant documents, and has the qualifications suitable for the exercise of his functions and powers.
3、 The proposal on continuing to purchase directors, supervisors and senior managers' liability insurance was deliberated and adopted
It is agreed that the company will continue to purchase directors, supervisors and senior managers' liability insurance. It helps to improve the company's risk control system, promote relevant responsible personnel to fully exercise their rights and perform their duties, create a good external environment for the steady development of the company, and the purchase of directors' and supervisors' high liability insurance complies with the provisions of relevant national laws and regulations. For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on January 26, 2022 Announcement on continuing to purchase directors, supervisors and senior managers' liability insurance.
The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to http://www.cn.info.com.cn Independent opinions of independent directors on matters related to the 16th meeting of the Fifth Board of directors of the company.
According to the articles of association and relevant laws and regulations, all directors of the company avoided voting and agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 The proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention
Related directors Mr. Li Jinkun, Mr. Cheng Ke and Mr. Chen Zhao withdrew from voting according to law.
It is agreed that the company's daily related party transactions in 2022 are expected. For details, please refer to the details published in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on January 26, 2022 Announcement on the prediction of the company's daily connected transactions in 2022.
The independent directors of the company have approved the proposal in advance and expressed their independent opinions. For details, please refer to http://www.cn.info.com.cn The independent director's prior approval opinions on the company's daily connected transactions in 2022 and the independent director's independent opinions on matters related to the 16th meeting of the Fifth Board of directors.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5、 The proposal on continuing the business of forward foreign exchange settlement and sales and foreign exchange options (5.1 proposal on continuing the business of forward foreign exchange settlement and sales and foreign exchange options) was deliberated and adopted one by one
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on January 26, 2022 Announcement on continuing to carry out forward foreign exchange settlement and sale and foreign exchange option business.
The independent directors of the company expressed their independent opinions on the proposal. For details, please refer to http://www.cn.info.com.cn Independent opinions of independent directors on matters related to the 16th meeting of the Fifth Board of directors of the company.
5.2 feasibility analysis report on carrying out forward foreign exchange settlement and sales and foreign exchange option business
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on January 26, 2022 Feasibility analysis report on carrying out forward foreign exchange settlement and sale and foreign exchange option business.
6、 The proposal on formulating the allowance scheme for independent directors was deliberated and adopted
Voting results: 6 in favor, 0 against and 0 abstention
Mr. Rao pingui, Mr. Tang Yong and Mr. Li boqiao, affiliated directors, withdrew from voting according to law.
In combination with the actual operation and post performance of the company, and with reference to the salary level of independent directors in the industry of the company, the board of directors agrees that the allowance scheme for independent directors of the company is as follows:
In 2021, the allowance standard for independent directors of the company is 120000 yuan per person per year before tax, which is paid quarterly.
Since January 2022, the allowance standard for independent directors is RMB 160000 per person per year before tax, which is paid quarterly.
The individual income tax involved in the above independent director's allowance shall be uniformly withheld and paid by the company.
The independent directors of the company expressed their independent opinions on the proposal. For details, please refer to www.cn.info.com.cn. On January 26, 2022 Independent opinions of independent directors on matters related to the 16th meeting of the Fifth Board of directors of the company.
This proposal still needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and the subsidy scheme will take effect from the date of deliberation and approval by the general meeting of shareholders.
7、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
Agree to hold the first extraordinary general meeting of shareholders in 2022 on February 16, 2022. For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on January 26, 2022 Notice on convening the first extraordinary general meeting of shareholders in 2022.
8、 Documents for future reference
1. Resolutions of the 16th meeting of the 5th board of directors;
2. Prior approval opinions of independent directors on the daily connected transactions of the company in 2022;
3. Independent opinions of independent directors on matters related to the 16th meeting of the Fifth Board of directors of the company.
It is hereby announced.
Foshan Nationstar Optoelectronics Co.Ltd(002449) board of directors
January 26, 2022 attachment: resume of Mr. Qu Wei
Mr. Qu Wei, Chinese nationality, has no right of permanent residence abroad. Born in May 1982, he is a member of the Communist Party of China and a Bachelor of law. He holds the national legal professional qualification certificate and has worked in the positions of legal director of listed companies and general legal adviser of group companies for more than 10 years. He used to be the Intellectual Property Specialist of Guangzhou Procter & Gamble washing products Co., Ltd., the manager of the legal department of Guangzhou Wenya daily cosmetics Co., Ltd., the legal director of Sofitel Co., Ltd., and the general counsel of Guangxi Sofitel Group Co., Ltd. now he is the general counsel of the company.
Up to now, Mr. Qu Wei does not hold shares of the company; There is no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company; Have not been punished by the CSRC and other relevant departments or the stock exchange, and have not been filed for investigation by judicial organs for suspected crimes or by the CSRC for suspected violations of laws and regulations without clear conclusions; It does not belong to the "dishonest executee" or national civil servant; His qualification meets the relevant provisions of the company law and other relevant laws and regulations.
