Securities code: Ninestar Corporation(002180) securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2022020 Ninestar Corporation(002180)
Announcement on the implementation of equity incentive plan and related party transactions by Zhuhai aipaike Microelectronics Co., Ltd., a holding subsidiary
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.
Zhuhai aipaike Microelectronics Co., Ltd. (hereinafter referred to as “aipaike microelectronics”) is a holding subsidiary of Ninestar Corporation(002180) (hereinafter referred to as ” Ninestar Corporation(002180) ” or “the company”). Based on the long-term development and governance of aipaike microelectronics in the future, in order to build an innovative long-term incentive mechanism and effectively stimulate the entrepreneurial spirit of the core team, middle-level backbone and employees, By endowing them with rights and obligations, establishing a partner mechanism of “benefit sharing and risk sharing” and uniting a group of strivers with common values, so as to promote EPEC microelectronics to establish and improve the incentive and restraint mechanism, and enhance the sense of responsibility and mission of the management team and core employees to realize the sustainable, rapid and healthy development of the company, In order to effectively implement the core concept of “win-win” of corporate culture, aipaike microelectronics plans to provide equity incentive to some employees (hereinafter referred to as the “incentive plan”). The details are as follows:
1、 Overview of related party transactions
(I) basic information of related party transactions
The incentive plan is implemented by means of employee stock ownership platform. EPEC microelectronics organizes the preparation of the employee stock ownership platform (the organizational form is a limited partnership, and the number of limited partnerships to be prepared shall be subject to the final actual situation), obtains and directly holds the equity of EPEC microelectronics in the way agreed in the incentive plan, and each incentive object indirectly holds the equity of EPEC 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 the incentive plan, and the transfer price is consistent with the determination method of the incentive equity grant price of the equity incentive plan. Among them, the number of incentive rights granted for the first time is 1.73% of the total equity of the company, and the number of incentive rights reserved for grant is 0.34% of the total equity of the company.
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 awarded in the incentive plan for the first time shall not exceed 300 for the core backbone personnel of aiparker 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 recipients of this incentive plan, Mr. Wang Dongjie has served as a 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 stock listing rules of Shenzhen Stock Exchange and the articles of association, Mr. Wang Dongjie, Mr. Zeng Yangyun, Mr. Song Fengjun, Ms. Liang Jun and Mr. Ding Li are related parties or regarded as related parties of the company, This incentive plan constitutes related party transactions.
(III) deliberations of the board of directors
The 29th meeting of the sixth board of directors of the company was held by means of communication on February 28, 2022. The proposal on the implementation of equity incentive plan and related party transactions by the holding subsidiary Zhuhai aipaike Microelectronics Co., Ltd. was reviewed and unanimously adopted by the non related directors attending the meeting (voting results: 8 votes in favor, 0 abstention and 0 vote against). Related directors abstained from voting on this proposal.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on March 1, 2022 Announcement on the resolution of the 29th meeting of the sixth board of directors disclosed at the meeting.
(IV) review procedures to be performed for the effectiveness of the transaction
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for self regulation and supervision of listed companies No. 7 – transactions and related party transactions and the articles of association, this transaction still needs to be submitted to the general meeting of shareholders of listed companies for deliberation and approval by non related shareholders.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization and listing.
2、 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. He is now the general manager of aipaike microelectronics. He has served as the director and senior deputy general manager of the company in the past 12 months. According to the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self regulatory supervision of 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. Connection: Mr. Song Fengjun is currently the deputy chief engineer of aipaike 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 self regulatory guidelines for listed companies No. 7 – transactions and connected transactions, the articles of association and other relevant provisions, Mr. Song Fengjun is regarded as the connected 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 connected transactions, the articles of association and other relevant provisions, Mr. Ding Li is regarded as the connected person of the company.
2. Whether it is a dishonest executee: no
3、 Basic information of transaction object
1. 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).
Comparison of ownership structure before and after the implementation of the incentive plan:
Sequence shareholder name shareholding before equity incentive shareholding number proportion after equity incentive
1 Ninestar Corporation(002180) 83.159% 81.089%
2. National integrated circuit industry investment fund phase II Co., Ltd. 7.895%
department
3 Zhuhai Gree Financial Investment Management Co., Ltd. 1.842%
4 Three Gorges Jinshi (Wuhan) equity investment fund partnership (0.526%)
Limited partnership)
5 Zhuhai Hengqin financial investment venture capital fund partnership (limited)
Partnership)
6 Shanghai Xinyin Haisi Investment Management Co., Ltd. 2.105%
7. Beijing Junlian Shengyuan equity investment partnership (limited partnership) 0.790%
8 Jiangsu Fuquan Junhai Rongxin investment partnership (limited partnership) 0.158% 0.158%
9 Nanjing Zhizhao No.2 equity investment partnership (limited partnership) 0.105%
10 Beijing Yitang changhou display chip venture capital center (limited)
Partnership)
11 Tianjin prohuajin equity investment fund partnership (2.368%)
Limited partnership)
12 Zhuhai Jinqiao Jixin equity investment partnership (0.132% Limited)
(partner)
13. Hangzhou Jinyi Maibang investment partnership (limited partnership) 0.105%
14 Hangzhou hualuxin equity investment partnership (limited partnership) 0.026%
15 employee stock ownership platform – 2.07%
Total: 100%
Other notes: aipaike microelectronics is not the person to be executed for dishonesty.
2. Main financial position
Unit: RMB
Subject: December 31, 2020 (audited) October 31, 2021 (audited)
Total assets 453926669859464558565912
Total liabilities 2886512233222254368108
Net assets attributable to 423627208377441061316392 owners of the parent company
Subject 2020 (audited) January October 2021 (audited)
Operating income 141781726249117608596080
Net profit attributable to the owner of 5293189455858243401539 of the parent company note: the above data are the data of aipaike microelectronics consolidated statement.
4、 Transaction pricing policy and pricing basis
According to the equity incentive plan of Zhuhai aipaike Microelectronics Co., Ltd. (Draft), taking October 31, 2021 as the base date, the audited book net assets of aipaike microelectronics are RMB 441061316392 and the total registered capital is RMB 8251208200. As of the date when the draft equity incentive plan was considered and approved by the shareholders’ meeting of aipaike microelectronics, aipaike microelectronics had paid cash dividends to shareholders twice, with a total amount of 180000000000 yuan. Due to the decrease of net assets caused by cash dividends, the adjusted net assets were 261061316392 yuan. Taking the net asset value of unit registered capital adjusted by dividends as a reference, the grant price of incentive rights and interests granted to the incentive object of this incentive plan for the first time is 32.00 yuan / unit registered capital. The grant price of reserved grant incentive rights and interests refers to the latest periodic report of aipaike Microelectronics or the audited net asset value of the registered capital of the unit when the reserved grant incentive rights and interests are granted. The board of directors of aipaike microelectronics shall determine the grant price of reserved grant incentive rights and interests according to the authorization of the shareholders’ meeting, and
