Securities Announcement No.: 002180 {- 0023}
Announcement on termination of industrial fund and cancellation of Zhuhai Zhongke Jinqiao integrated circuit industry investment partnership (limited partnership)
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.
1、 Overview of transactions
On July 21, 2015, Ninestar Corporation(002180) (formerly known as Zhuhai aipaike Technology Co., Ltd.) (hereinafter referred to as “the company”) held the 20th meeting of the Fourth Board of directors, deliberated and adopted the proposal on the proposed establishment of a wholly-owned subsidiary and participation in the investment and establishment of integrated circuit industry fund, The company plans to invest 60 million yuan with its own funds to establish a wholly-owned subsidiary Zhuhai Lianxin Investment Co., Ltd. (hereinafter referred to as the “investment company”); With the investment company as the main body, Luoyang Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) Technology Development Co., Ltd. (later transferred the equity to Zhuhai Dongfang Jinqiao Capital Management Co., Ltd.), Zhonghe Puyuan (Beijing) financial service outsourcing Co., Ltd Zhuhai Dongfang Jinqiao Capital Management Co., Ltd. and the management team jointly invested and established a private fund management company – Zhuhai Zhongke Jinqiao Technology Holding Co., Ltd. (hereinafter referred to as “Zhongke Jinqiao”), with a registered capital of 10 million yuan, of which the investment company subscribed 2.5 million yuan, accounting for 25% (at present, the paid in capital is 750000 yuan).
At the same time, it is proposed to use Zhongke Jinqiao as the fund manager to raise and establish a limited partnership Industrial Fund Zhuhai Zhongke Jinqiao integrated circuit industry investment partnership (limited partnership) (hereinafter referred to as “industrial fund”), with a fund scale of 500 million yuan. Zhongke Jinqiao, as the fund manager and the only general partner, subscribed 10 million yuan, As one of the limited partners, the investment company subscribed 57.5 million yuan with its own funds. The investment direction of the industrial fund is integrated circuit design enterprises with product innovation ability and high growth potential. For details, please refer to the company’s announcement on securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on July 22, 2015 Announcement on the proposed establishment of wholly-owned subsidiaries and participation in investment in the establishment of integrated circuit industry funds (Announcement No.: 2015-064).
On October 13, 2015, the company disclosed the announcement on the progress of participating in the investment and establishment of integrated circuit industry fund (Announcement No.: 2015-096), and the investment company and Zhongke Jinqiao have completed the industrial and commercial registration procedures. For details, please refer to the company’s website at securities times, China Securities News, Securities Daily, Shanghai Securities News and http://www.cn.info.com.cn The above announcement disclosed on.
On April 18, 2017, the company held the 12th meeting of the 5th board of directors, deliberated and approved the proposal on changing the fund manager of integrated circuit industry and related party transactions, and proposed to replace the fund manager of industrial fund from Zhongke Jinqiao to Zhuhai Dongfang Jinqiao Capital Management Co., Ltd. (hereinafter referred to as “Dongfang Jinqiao”). Since Dongfang Jinqiao is an affiliated enterprise of the company, the investment and establishment of industrial fund after the change involves related party transactions. This matter falls within the scope of the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to the company’s announcement on securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 19, 2017 Announcement on changing the fund manager of integrated circuit industry and related party transactions disclosed on the (Announcement No.: 2017-018).
Since the establishment of the industrial fund, due to changes in the market environment and in combination with the actual development of the company’s business, it has not carried out substantive operation. Now, through consultation, it is proposed to terminate the industrial fund and cancel Zhuhai Zhongke Jinqiao integrated circuit industry investment partnership (limited partnership). According to the articles of association, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, this transaction does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation, does not constitute a connected transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need the examination and approval of relevant departments.
2、 Basic information on the establishment of Industrial Fund
1. Fund Name: Zhuhai Zhongke Jinqiao integrated circuit industry investment partnership (limited partnership)
2. Unified social credit Code: 91440400ma4wmylxxc
3. Address: room 105-5429 (centralized office area), No. 6, Baohua Road, Hengqin new area, Zhuhai
4. Date of establishment: June 7, 2017
5. Business scope: investment in integrated circuit design and related industries, investment in unlisted enterprises, investment in non-public offering of shares of listed companies and related services (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
6. Executive partner: Zhuhai Zhongke Jinqiao Technology Holding Co., Ltd
7. Contribution of Industrial Fund:
Type of contributor name of contributor subscribed capital contribution paid in capital contribution formula (10000 yuan) (10000 yuan)
The general partner Zhuhai Zhongke Jinqiao Technology Holding Co., Ltd. has 100 currencies
(GP) Co., Ltd
Limited partners
Zhuhai Lianxin Investment Co., Ltd. currency 19000
（LP）
Total currency 2000 100
8. The industrial fund does not belong to the dishonest executee
3、 Reasons for termination and cancellation of Industrial Fund
Since its establishment, the industrial fund has not carried out substantive operation. Due to changes in the market environment and in combination with the actual development of the company’s business, the investors of the industrial fund agree to terminate the industrial fund and cancel Zhuhai Zhongke Jinqiao integrated circuit industry investment partnership (limited partnership). After the investors of the industrial fund sign the termination agreement, they will handle the relevant liquidation and cancellation matters and pay the corresponding liquidation funds to the investors. The company will timely perform the obligation of information disclosure in accordance with the requirements of relevant laws and regulations.
4、 Impact on the company
The termination of the industrial fund and the cancellation of Zhuhai Zhongke Jinqiao integrated circuit industry investment partnership (limited partnership) will not have a material impact on the company’s development strategy and production and operation activities. The investment company will recover the amount of early investment without damaging the interests of the company and its shareholders.
It is hereby announced.
Board of directors
February 8, 2002
