证券代码：301589 证券简称：诺瓦星云 公告编号：2025-047 西安诺瓦星云科技股份有限公司（以下简称"公司"）于 2025 年 6 月 9 日 召开了 2025 年第一次临时股东大会，审议通过了《关于提名国瀚文女士为公司 第三届董事会独立董事候选人的议案》《关于提名褚华女士为公司第三届董事会 独立董事候选人的议案》，选举国瀚文女士、褚华女士为公司第三届董事会独立 董事，任期自公司 2025 年第一次临时股东大会审议通过之日起三年。 截至公司 2025 年第一次临时股东大会通知发出之日，尚未取得深圳证券交 易所认可的相关培训证明材料的国瀚文女士、褚华女士已报名参加深圳证券交易 所组织的上市公司独立董事任前培训（线上），同时书面承诺取得深圳证券交易 所认可的独立董事培训证明。 近日，公司收到国瀚文女士、褚华女士的通知，国瀚文女士、褚华女士已按 照相关规定参加了深圳证券交易所举办的上市公司独立董事任前培训（线上）， 并取得由深圳证券交易所创业企业培训中心颁发的《上市公司独立董事培训证 明》。 特此公告。 西安诺瓦星云科技股份有限公司 董 事 会 2025年6月24日 西安诺瓦星云科技股份有限公司 关于独立 ...

Group 1: Future Development Trends - The global market size for Mini LED direct display is expected to reach $3.3 billion by 2028, with a compound annual growth rate (CAGR) of approximately 40% from 2024 to 2028 [2] - The company has proactively laid out relevant technologies in the MLED field and has launched core detection equipment and integrated circuits, anticipating rapid growth in MLED-related revenue [2][3] - The overseas market is expected to maintain good growth momentum despite pressures in the domestic market, supported by a comprehensive overseas sales system and a wide network of partners [3] Group 2: Accounts Receivable and Credit Risk - As of now, 97.98% of the company's accounts receivable are aged within one year, indicating a reasonable aging structure that aligns with sales and credit policies [3] - The company's major clients are leading enterprises in the LED display and commercial display industries, which have strong financial health and low risk of uncollectible accounts [3] Group 3: Impact of US-China Tariff War - The tariff war currently only affects the company's revenue from exports to the US, which constitutes a small portion of total revenue; the display business is exempt from tariffs [4] - The company has established an overseas production base in Thailand to mitigate potential risks associated with the tariff war [4] Group 4: R&D Investment and Achievements - R&D investments from 2022 to 2024 are as follows: ¥319.18 million, ¥441.96 million, and ¥540.27 million, representing 14.68%, 14.47%, and 16.47% of operating revenue respectively [5] - As of the end of 2024, the company holds 1,177 domestic patents (including 656 invention patents), 27 overseas patents (including 22 invention patents), 238 software copyrights, and 14 integrated circuit layout designs [5]

Core Viewpoint - Nova Star Cloud's products and solutions are widely applied in various sports scenarios globally, having served major events including the five major leagues and the World Cup [1] Company Summary - The company has a strong presence in the sports industry, providing services for high-profile football events [1]

Group 1 - The core purpose of the 2025 Restricted Stock Incentive Plan is to enhance the company's long-term incentive mechanism, attract and retain talent, and align the interests of shareholders, the company, and core team members [8][36][37] - The plan involves granting up to 1.7 million shares of restricted stock, accounting for approximately 1.84% of the company's total share capital of 92.448 million shares [10][12] - The initial grant will consist of 1.618582 million shares, representing 1.75% of the total share capital, while 81,418 shares will be reserved, accounting for 0.09% [10][12] Group 2 - The plan's effective period is from the date of grant until all shares are vested or become invalid, with a maximum duration of 60 months [12][19] - The grant price for the restricted stock is set at no less than 71.88 yuan per share, which is based on the average trading price of the company's stock prior to the announcement [19][20] - The plan includes performance assessment criteria based on revenue growth rates for the years 2025 to 2027, with specific targets set for each year [24][25] Group 3 - The incentive plan's beneficiaries include senior management, middle-level management, and key technical personnel, excluding independent directors and major shareholders [31][34] - The plan has undergone necessary legal procedures and disclosures, with the company required to fulfill additional procedures before implementation [29][31][38] - The plan aims to create a shared interest between employees and shareholders, enhancing management efficiency and supporting sustainable development [36][37]

Core Viewpoint - The company is set to implement a restricted stock incentive plan for 2025, which has been reviewed and approved by the Compensation and Assessment Committee, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: Eligibility and Conditions - The company possesses the qualifications to implement the stock incentive plan, with specific conditions outlined for potential incentive recipients [2] - Certain individuals are excluded from being incentive recipients, including those deemed inappropriate by the stock exchange or the China Securities Regulatory Commission (CSRC) within the last 12 months [2] - The incentive plan does not include independent directors or shareholders holding 5% or more of the company's shares [2] Group 2: Disclosure and Approval Process - The company must publicly disclose the names and positions of the incentive recipients at least 10 days prior to the shareholders' meeting [3] - The Compensation and Assessment Committee is responsible for reviewing the incentive list and considering public feedback before the shareholders' meeting [3] - The incentive plan requires approval from the shareholders' meeting before implementation, ensuring that it aligns with legal and regulatory standards [3] Group 3: Objectives and Benefits - The incentive plan aims to create a common interest between employees and shareholders, enhancing management efficiency and supporting sustainable development [3] - The plan is designed to achieve assessment objectives while ensuring that it does not harm the interests of the company and all shareholders [3]

Group 1 - The company Nova Star Cloud (stock code: 301589) is undergoing a review of its compliance with various regulatory requirements related to its stock incentive plan [1][2][4] - The independent financial advisor for the company is Shanghai Rongzheng Enterprise Consulting Service (Group) Co., Ltd [1] - The company has confirmed that there have been no negative audit opinions or issues with internal controls in the most recent accounting year [2][3] Group 2 - The stock incentive plan must comply with regulations regarding the total number of shares involved, which should not exceed 20% of the company's total equity [4][5] - The plan includes performance assessment indicators for directors and senior management as conditions for exercising rights [5][7] - The company is required to disclose the names, positions, and the number of rights granted to the incentive objects, ensuring transparency and compliance with regulations [4][6] Group 3 - The company must ensure that the stock incentive plan does not lead to a distribution of shares that fails to meet listing conditions [4][5] - The plan's objectives, the basis for determining incentive objects, and the number of rights to be granted must be clearly outlined [4][6] - The company is obligated to provide a legal opinion from a law firm regarding the compliance of the stock incentive plan with relevant regulations [8][9]

Meeting Announcement - The company will hold its second extraordinary general meeting of shareholders on June 30, 2025, at 14:30 [1] - The meeting will be conducted in accordance with relevant laws, regulations, and the company's articles of association [1] Voting Procedures - Shareholders can participate in the meeting either in person or through authorized representatives [2] - Online voting will be available through the Shenzhen Stock Exchange trading system and internet voting system on the same day [2][12] - Shareholders must choose either in-person voting or online voting, and duplicate votes will be disregarded [2] Agenda Items - The meeting will review three proposals related to the 2025 Restricted Stock Incentive Plan, which require a two-thirds majority for approval [4][5] - Related shareholders must abstain from voting on these proposals [5] Registration Details - All registered shareholders are entitled to attend the meeting and may appoint proxies to vote on their behalf [6] - Specific identification and authorization documents are required for both individual and corporate shareholders [6] Network Voting Instructions - Detailed procedures for participating in online voting will be provided, including the need for identity verification [12][13] - The voting process will ensure that the first valid vote is counted in case of duplicate submissions [12]

Group 1 - The company held its third board meeting on June 12, 2025, with all seven directors present, ensuring compliance with relevant laws and regulations [1][2][3] - The board approved the draft of the 2025 Restricted Stock Incentive Plan to enhance corporate governance and attract key management personnel [2][3] - The plan aims to align the interests of shareholders, the company, and the core team, ensuring long-term development and achievement of business goals [1][2] Group 2 - The board's resolution on the incentive plan requires approval from the upcoming second extraordinary general meeting of shareholders, needing a two-thirds majority [2][5] - The board proposed to authorize itself to handle various matters related to the implementation of the incentive plan, including adjustments to stock grants and compliance with regulatory requirements [4][5] - The company plans to hold the second extraordinary general meeting on June 30, 2025, to discuss the incentive plan [5][6]

| | （7）激励对象获授权益、行使权益的条件。拟分次授出权益的， | | | --- | --- | --- | | | 应当披露激励对象每次获授权益的条件；拟分期行使权益的， | | | | 应当披露激励对象每次行使权益的条件；约定授予权益、行使 | | | | 权益条件未成就时，相关权益不得递延至下期；如激励对象包 | | | | 括董事和高级管理人员，应当披露激励对象行使权益的绩效考 | 是 | | | 核指标；披露激励对象行使权益的绩效考核指标的，应当充分 | | | | 披露所设定指标的科学性和合理性；公司同时实行多期股权激 | | | | 励计划的，后期激励计划公司业绩指标如低于前期激励计划， | | | | 应当充分说明原因及合理性 | | | | （8）公司授予权益及激励对象行使权益的程序；当中，应当明 | | | | 确上市公司不得授出限制性股票以及激励对象不得行使权益的 | 是 | | | 期间 | | | | （9）股权激励计划所涉及的权益数量、行权价格的调整方法和 | 是 | | | 程序（例如实施利润分配、配股等方案时的调整方法） | | | | （10）股权激励会计处理方法，限制 ...

西安诺瓦星云科技股份有限公司 2、本激励计划激励对象不包括其他单独或合计持有公司 5%以上股份的股东或实际控制人及其配偶、 父母、子女。 3、预留部分的激励对象由本激励计划经股东会审议通过后 12 个月内确定，经董事会提出、薪酬与考 核委员会发表明确意见、律师发表专业意见并出具法律意见书后，公司按要求及时准确披露当次激励对象 相关信息。 4、上表中数值若出现总数与各分项数值之和尾数不符，均为四舍五入原因所致。 西安诺瓦星云科技股份有限公司 董 事 会 2025 年 6 月 12 日 2025 年限制性股票激励计划首次授予激励对象名单 一、 2025 年限制性股票激励计划的分配情况 | | | | 获授的限制 | 占授予权 | 占草案公 | | --- | --- | --- | --- | --- | --- | | 序号 姓名 | 国籍 | 职务 | 性股票数量 | 益总量的 | 布时总股 | | | | | （万股） | 比例 | 本的比例 | | 1 张争 | 中国 | 财务总监、 | 1.4286 | 0.84% | 0.02% | | | | 董事会秘书 | | | | | Duisekeshev ...