[Temporary Announcement] Aichi Star: Shenwan Hongyuan Securities Underwriting and Sponsoring Co., Ltd.’s legality and compliance opinions on the change list of Beijing Aichi Star Technology Co., Ltd.’s 2023 employee stock ownership plan
Shenwan Hongyuan Securities Underwriting and Sponsoring Co., Ltd.’s list of changes to the 2023 employee stock ownership plan of Beijing Aichi Star Technology Co., Ltd.
Legal and Compliance Opinions
Sponsoring brokerage
Address: Room 2004, 20th Floor, Dacheng International Building, No. 358, Beijing South Road, High-tech Zone (New Urban District), Urumqi, Xinjiang
September 2026
According to the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Measures for the Supervision and Administration of Unlisted Public Companies (hereinafter referred to as the "Measures for the Supervision of Unlisted Public Companies"), and the Guidelines for the Supervision of Unlisted Public Companies No. 6 - —Regulatory Requirements for Equity Incentives and Employee Stock Ownership Plans (Trial)" (hereinafter referred to as "Regulatory Guidelines No. 6") and other relevant regulations, Shenwan Hongyuan Securities Underwriting and Sponsoring Co., Ltd. (hereinafter referred to as "Shenwan Hongyuan Underwriting and Sponsoring" or the "Sponsoring Broker"), as the sponsoring broker of Beijing Aichi Star Technology Co., Ltd. (stock code: 833574, hereinafter referred to as "Aichi Star" or the "Company"), has The 2023 employee stock ownership plan change list (hereinafter referred to as the "employee stock ownership plan") is being reviewed, and the following opinions are issued on the legality and compliance of the company's employee stock ownership plan change list:
- Opinions on whether the scope of objects and determination procedures for changing the list of employee stock ownership plans are legal and compliant
(1) Regarding the scope of objects in the list of changes to the employee stock ownership plan
On November 7, 2023, the company held the 15th meeting of the third board of directors, the eighth meeting of the third board of supervisors, and the second employee representative conference in 2023. They reviewed and approved the "Proposal on the Company's 2023 Employee Stock Ownership Plan (Draft) (Second Revised Draft)", the "Proposal on the List of Participants Granted by the Company's 2023 Employee Stock Ownership Plan (Second Revised Draft)" and "About the Company." The Proposal on the 2023 Employee Stock Ownership Plan Management Measures (Second Revised Draft)" was reviewed and approved by the 2023 second extraordinary shareholders' meeting held on November 22, 2023.
According to Article 5 of the 2023 Employee Stock Ownership Plan Management Measures, the scope and determination criteria of the employee stock ownership plan are as follows: "
The total number of participants in this employee stock ownership plan shall not exceed 92, and participants must meet the following conditions at the same time:
Participants are employees who have signed a labor contract with the company, branches or subsidiaries, received salary and worked full-time in the company before the plan took effect, including company directors (excluding outside directors), supervisors, senior managers, middle managers and other qualified employees.
Participants directly contribute capital to participate in this shareholding plan as individuals. Participants must have a certain financial foundation and be able to obtain the necessary funding sources to participate in the plan through their own legal salary, self-raised funds, and other methods permitted by laws and regulations.
Participants in this employee stock ownership plan do not have any of the following circumstances:
(1) Has been publicly denounced or directly declared as an unsuitable candidate by the China Securities Regulatory Commission, stock exchange or stock transfer company for less than three years;
(2) Administrative penalties imposed by the China Securities Regulatory Commission and its dispatched offices, stock exchanges or equity transfer companies or banned from the market for less than three years due to serious violations of laws and regulations;
(3) There are other circumstances that prohibit you from serving as a director, supervisor, or senior manager of a company as stipulated in the Company Law;
(4) Being sentenced to serious administrative penalties or criminal penalties due to violations of laws and regulations;
(5) Other circumstances that stipulate in the company's articles of association or this plan that the employee stock ownership plan cannot be a participant; (6) Other circumstances identified by the China Securities Regulatory Commission and the stock transfer company;
(7) Other circumstances determined by the company's board of directors.
If during the implementation of this plan, any of the above circumstances occurs to the participants (holders) of this plan who are not allowed to participate in this employee stock ownership plan, they will be handled in accordance with the relevant provisions of "Article 20 Measures for Disposal of Equity" in "Chapter 8 Measures for Income Distribution and Equity Disposal of Employee Stock Ownership Plans". "
According to the company's employee stock ownership plan, the scope of participants is employees who have signed a labor contract with the company, branches or subsidiaries, received salary and worked full-time in the company before the plan took effect, including company directors (excluding outside directors), supervisors, senior managers, middle managers and other qualified employees.
On September 29, 2026, the 14th meeting of the company's fourth board of directors and the 12th meeting of the fourth board of supervisors reviewed the "Proposal on Changing the List of Participants Granted to the Company's 2023 Employee Stock Ownership Plan". Participants of the employee stock ownership platform, Jiang Yong, Wen Ziming, He Xiaoyang and Li Xiangyuan, are no longer qualified to participate and will transfer their shares to Mr. Li Guisheng, the transferee designated by the board of directors who is qualified to participate in the employee stock ownership plan.
After reviewing the company's employee labor contracts and the statements issued by the participants, it was found that the above-mentioned participants are employees who have signed labor contracts with the company (including subsidiaries) and receive remuneration, and meet the criteria for determining participants in the employee stock ownership plan. The above-mentioned employees voluntarily participate in the employee stock ownership plan, and there is no forced participation in the form of apportionment, forced distribution, etc. The above-mentioned participants have learned that participants in the employee stock ownership plan have equal rights and interests with other investors, and are responsible for their own profits and losses and risks.
(2) Procedures for determining the list of changes to the employee stock ownership plan
On September 29, 2026, the 11th holders' meeting of the 2023 Employee Stock Ownership Plan was held as an on-site meeting in the company's conference room, and the "Proposal on Changing the List of Participants Granted to the Company's 2023 Employee Stock Ownership Plan" was reviewed and approved.
On September 29, 2026, the company held the 14th meeting of the fourth board of directors and reviewed the "Proposal on Changing the List of Participants Granted to the Company's 2023 Employee Stock Ownership Plan". Related directors Li Guisheng, Chen Zujia, and Qu Guoqiang are participants in this employee stock ownership plan and need to abstain from voting. Since there are less than three non-related directors, this proposal is directly submitted to the shareholders' meeting for review.
On September 29, 2026, the company held the twelfth meeting of the fourth session of the Board of Supervisors and reviewed the "Proposal on Changing the List of Participants Granted to the Company's 2023 Employee Stock Ownership Plan". Related supervisors Bai Weihua, Zheng Yanping, and Shi Yongquan are participants in this employee stock ownership plan and need to avoid voting. Since less than half of the non-related supervisors are non-related supervisors, this proposal was directly submitted to the shareholders' meeting for review.
In summary, after verification, the sponsoring securities firm believes that: the scope of objects and determination procedures of the company's employee stock ownership plan are in compliance with the provisions of laws and regulations such as the "Supervisory Guidelines for Unlisted Public Companies No. 6 - Supervisory Requirements for Equity Incentives and Employee Stock Ownership Plans (Trial)" and the "Guidelines for the Business Processing of Equity Incentives and Employee Stock Ownership Plans of the National Equities Exchange and Quotations". The relevant proposals have completed the review procedures of the board of directors and the board of supervisors, and still need to be reviewed by the shareholders' meeting and related procedures are completed.
- Opinions on whether the sources of funds and stocks of persons on the list of changes to the employee stock ownership plan are legal and compliant
After reviewing the statements issued by the Employee Stock Ownership Plan, the company and the participants, the source of funds for the participants in the Employee Stock Ownership Plan change is their legal salary and funds obtained through other methods permitted by laws and administrative regulations. The company does not provide financial assistance or loan guarantees to the participants in the change. There is no leveraged capital source for the participants in the change. There is no third party that provides incentives, funding, subsidies, guarantees and other arrangements for employees to participate in the employee stock ownership plan.
The source of the stocks of the people on the company's list of changes to the employee stock ownership plan this time is the shareholdings of the employee stock ownership plan originally held by Jiang Yong, Wen Ziming, He Xiaoyang and Li Xiangyuan.
To sum up, the sponsoring securities firm believes that the sources of funds and stocks of the people on the company's list of changes to the employee stock ownership plan this time comply with the provisions of laws and regulations such as the "Supervisory Guidelines for Unlisted Public Companies No. 6 - Supervisory Requirements for Equity Incentives and Employee Stock Ownership Plans (Trial)" and the "Guidelines for the Business Processing of Equity Incentives and Employee Stock Ownership Plans of the National Small and Medium-sized Enterprise Share Transfer System".
- Opinions on whether the review procedures and information disclosure of the list of changes to the employee stock ownership plan are legal and compliant
On September 29, 2026, the 11th holders' meeting of the 2023 Employee Stock Ownership Plan was held as an on-site meeting in the company's conference room, and the "Proposal on Changing the List of Participants Granted to the Company's 2023 Employee Stock Ownership Plan" was reviewed and approved.
On September 29, 2026, the company held the 14th meeting of the fourth board of directors and reviewed the "Proposal on Changing the List of Participants Granted to the Company's 2023 Employee Stock Ownership Plan". Related directors Li Guisheng, Chen Zujia, and Qu Guoqiang are participants in this employee stock ownership plan and need to abstain from voting. Since there are less than three non-related directors, this proposal is directly submitted to the shareholders' meeting for review.
On September 29, 2026, the company held the twelfth meeting of the fourth session of the Board of Supervisors and reviewed the "Proposal on Changing the List of Participants Granted to the Company's 2023 Employee Stock Ownership Plan". Related supervisors Bai Weihua, Zheng Yanping, and Shi Yongquan are participants in this employee stock ownership plan and need to avoid voting. Since less than half of the non-related supervisors are non-related supervisors, this proposal was directly submitted to the shareholders' meeting for review.
The company's National Small and Medium Enterprises Share Transfer System (www.neeq.com.cn) disclosed relevant announcements such as the "Announcement on Resolutions of the 14th Meeting of the Fourth Board of Directors", "Announcement on Resolutions of the 12th Meeting of the 4th Board of Supervisors", "Announcement on Changes in the List of Participants Granted in the 2023 Employee Stock Ownership Plan".
In summary, the sponsoring securities firm believes that as of the date of this opinion, the company's above-mentioned review procedures are legal and compliant. The company has timely fulfilled its information disclosure obligations in accordance with the provisions of laws and regulations such as the "Supervisory Guidelines for Unlisted Public Companies No. 6 - Supervisory Requirements for Equity Incentives and Employee Stock Ownership Plans (Trial)" and the "Guidelines for the Business Processing of Equity Incentive and Employee Stock Ownership Plans of the National Equities Exchange and Quotations". The relevant proposals have completed the review procedures of the board of directors and the board of supervisors, and still need to be reviewed by the shareholders' meeting and related procedures are completed.
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