Huatai United Securities Co., Ltd
About Ninestar Corporation(002180)
Holding subsidiary Zhuhai aipaike Microelectronics Co., Ltd
Verification opinions on the implementation of equity incentive plan and related party transactions
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united” or “independent financial consultant”) as an independent financial consultant of Ninestar Corporation(002180) (hereinafter referred to as ” Ninestar Corporation(002180) ” or “company”) in 2021, issued shares, paid cash to purchase assets, raised supporting funds and related party transactions, In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the implementation of the equity incentive plan of Ninestar Corporation(002180) holding subsidiary Zhuhai aipaike Microelectronics Co., Ltd. (hereinafter referred to as “aipaike microelectronics”) has been verified. The details are as follows:
1、 Overview of equity incentive scheme and related party transactions
(I) basic information of related party transactions
EPEC microelectronics is a Ninestar Corporation(002180) holding subsidiary. In order to establish and improve the incentive and restraint mechanism and enhance the enthusiasm of the management team and core employees, EPEC microelectronics plans to provide equity incentive to some employees (hereinafter referred to as “this equity incentive plan”).
The equity incentive plan is implemented in the form of ESOP, and EPEC microelectronics organizes to prepare the ESOP (the organizational form is limited partnership, and the number of limited partnerships to be prepared shall be subject to the final actual situation), and obtains and directly holds the equity of EPEC microelectronics in the manner agreed in the incentive plan, Each incentive object indirectly holds the equity of aipaike 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 this equity incentive plan, and the transfer price is consistent with the determination method of the incentive equity grant price of this equity incentive plan. The number of incentive rights and interests granted for the first time in this equity incentive plan is 1.73% of the total equity of aipaike microelectronics, and the number of incentive rights and interests reserved for grant is 0.34% of the total equity of aipaike microelectronics.
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 granted in this equity incentive plan for the first time shall not exceed 300 for the core backbone personnel of aipaike Microelectronics or / and its subordinate companies who have made great value contributions to its future development.
(II) related party relationship of transaction parties
Among the granted objects of this equity incentive plan, Mr. Wang Dongjie has served as the 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 Shenzhen Stock Exchange Stock Listing Rules, self regulatory guidelines for listed companies No. 7 – transactions and related party transactions, the articles of association and other relevant regulations, Mr. Wang Dongjie, Mr. Zeng Yangyun, Mr. Song Fengjun, Ms. Liang Jun Mr. Ding Li is a related party of the company or regarded as a related party of the company. This equity incentive plan constitutes a related party transaction. 2、 Implementation subject of this equity incentive plan
(I) basic information
Company name: Zhuhai aipaike Microelectronics Co., Ltd
Nature of enterprise: limited liability company
Registered address: 1st floor, 2nd floor, zone a, 3rd floor, 5th floor, 6th floor, 7th floor, 8th floor and 9th floor, building 01, No. 83, Guangwan street, Xiangzhou District, Zhuhai
Registered capital: 82512082 million yuan
Unified social credit Code: 91440400759227905y
Date of establishment: March 13, 2004
Business scope: research and development, design, production and sales of various types of IC, it products and accessories produced by ourselves; IC design, R & D, testing and sales; Provide technical services and software development in IC, it and integrated circuit; The wholesale, import and export business of the above products (not involving state-owned trade management commodities, but involving quota and license management commodities, the application shall be handled in accordance with the relevant provisions of the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure before and after the implementation of the equity incentive plan:
No. shareholder name shareholding ratio before equity incentive shareholding ratio after equity incentive
1 Ninestar Corporation(002180) 83.16% 81.09%
2. National integrated circuit industry investment fund phase II Co., Ltd. 7.90%
3. Tianjin prohuajin equity investment fund partnership (limited partnership) 2.37%
4 Shanghai Xinyin Haisi Investment Management Co., Ltd. 2.11%
5 Zhuhai Gree Financial Investment Management Co., Ltd. 1.84%
6 Beijing Junlian Shengyuan equity investment partnership (limited partnership) 0.79%
7. Three Gorges Jinshi (Wuhan) equity investment fund partnership (limited partnership)
8 Beijing Yitang changhou display chip venture capital center (limited partnership) 0.53% 0.53%
9 Zhuhai Hengqin financial investment venture capital fund partnership (limited partnership) 0.26% 0.26%
10 Jiangsu Fuquan Junhai Rongxin investment partnership (limited partnership) 0.16% 0.16%
11 Zhuhai Jinqiao Jixin equity investment partnership (limited partnership) 0.13% 0.13%
12 Nanjing Zhizhao No.2 equity investment partnership (limited partnership) 0.11% 0.11%
13 Hangzhou Jinyi Maibang investment partnership (limited partnership) 0.11% 0.11%
14 Hangzhou hualuxin equity investment partnership (limited partnership) 0.03%
15 employee stock ownership platform – 2.07%
Total: 100.00% 100.00%
Other notes: aipaike microelectronics is not the person to be executed for dishonesty.
(II) main financial conditions
Unit: RMB 10000
Subject: October 31, 2021 (audited) December 31, 2020 (audited)
Total assets 4645585745392667
Total liabilities 22254372886512
Net assets attributable to parent company shares 4410613242362721
Subject: January October 2021 (audited) year 2020 (audited)
Operating income 1176086014178173
Net profit attributable to the owner of 58243405293189 of the parent company note: the above data are the data of aipaike microelectronics consolidated statement.
3、 Basic information of related parties
(I) Mr. Wang Dongjie
1. Related information: Mr. Wang Dongjie and Mr. Wang Dongying, the chairman of the company, are brothers. Currently, Mr. Wang Dongjie is the general manager of aipaike microelectronics. In the past 12 months, he has served as the director and senior deputy general manager of the company. According to the stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies No. 7 – transactions and related party transactions, the articles of association and other relevant provisions, Mr. Wang Dongjie is a related person of the company.
2. Whether it is a dishonest executee: no
(II) Mr. Zeng Yangyun
1. Related information: Mr. Zeng Yangyun is currently a director of EPEC microelectronics and has served as the chairman of the board of supervisors of the company in the past 12 months. According to the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies No. 7 – transactions and related party transactions, the articles of association and other relevant provisions, Mr. Zeng Yangyun is regarded as a related person of the company. 2. Whether it is a dishonest executee: no
(III) Mr. Song Fengjun
1. Related information: Mr. Song Fengjun is currently the deputy chief engineer of EPEC microelectronics and has served as the employee supervisor of the company in the past 12 months. According to the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies No. 7 – transactions and related party transactions, the articles of Association and other relevant provisions, Mr. Song Fengjun is regarded as a related person of the company.
2. Whether it is a dishonest executee: no
(IV) Ms. Liang Jun
1. Related information: Ms. Liang Jun is currently the deputy director of EPEC microelectronics and has a spouse relationship with Mr. Song Fengjun. Mr. Song Fengjun has served as the employee supervisor of the company in the past 12 months. According to the stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies No. 7 – transactions and related party transactions, the articles of association and other relevant provisions, Ms. Liang Jun is regarded as a related person of the company.
2. Whether it is a dishonest executee: no
(V) Mr. Ding Li
1. Connection: Mr. Ding Li is currently the deputy general manager of aipaike microelectronics and has served as the technical director of the company in the past 12 months. According to the stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies No. 7 – transactions and related party transactions, the company’s Charter and other relevant regulations, Mr. Ding Li is regarded as a related person of the company. 2. Whether it is a dishonest executee: no
4、 Main contents of this equity incentive plan
(I) incentive object
The incentive objects of this equity 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 granted in this equity incentive plan for the first time shall not exceed 300 for the core backbone personnel of aipaike Microelectronics or / and its subordinate companies who have made great value contributions to its future development.
(II) number and source of equity in this equity incentive plan
The equity incentive plan is implemented through the shareholding of the employee stock ownership platform. The company plans to transfer 2.07% of the equity of aipaike microelectronics to the employee stock ownership platform for the implementation of the incentive plan. The transfer price is consistent with the determination method of the incentive equity grant price of the equity incentive plan, in which the amount of incentive equity granted for the first time is 1.73% of the total equity of aipaike microelectronics, The number of incentive rights reserved for grant is 0.34% of the total equity of aipaike microelectronics. The preliminary distribution scheme is as follows:
Serial number incentive object’s proportion in the total share of the platform corresponding to EPEC micro electronics corresponding to EPEC micro electronics example equity proportion registered capital (yuan) capital (yuan)
1 Wang Dongjie 8.00% 0.166% 1369504382400
2 Zeng Yangyun 3.00% 0.062% 51360164320
3 song Fengjun 0.50% 0.010%
