Stock Code: 600387 stock abbreviation: St Haiyue Announcement No.: pro 2022-001 Hy Energy Group Co.Ltd(600387)
Announcement on foreign investment of wholly-owned subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● investment object: Hangzhou Yuezhi phase II equity investment partnership (limited partnership) (subject to industrial and commercial registration, hereinafter referred to as “the fund” or “the partnership”);
● Zhejiang Haiyue Asset Management Co., Ltd. (hereinafter referred to as “Haiyue asset management”) as the limited partner of the fund, plans to invest 22 million yuan;
● the fund still needs to complete the filing of China Securities Investment Fund Industry Association;
● risk warning: due to the impact of macro-economy, the choice of investment targets, the industry environment and the uncertainty brought by investment management, the fund will have investment risks. However, as the limited partner of the fund, the investment risk exposure undertaken by Haiyue asset management shall not exceed the capital contribution of Haiyue asset management.
1、 Overview of foreign investment
On February 7, 2022, Haiyue asset management, a wholly-owned subsidiary of Hy Energy Group Co.Ltd(600387) (hereinafter referred to as “the company”), signed the partnership agreement of Hangzhou Yuezhi phase II equity investment partnership (limited partnership) (hereinafter referred to as “the partnership agreement”) with Hangzhou Jiuzhi Investment Management Co., Ltd. (hereinafter referred to as “Hangzhou Jiuzhi”) and one other limited partner due to the needs of development. Haiyue asset management plans to invest 22 million yuan as a limited partner. The total amount of the target raised by the partnership is 24 million yuan. As of the date of this announcement, the total subscribed capital contribution of the partnership is 24 million yuan.
The partnership fund directly or indirectly invests in unlisted equity of enterprises in high-tech industries such as artificial intelligence, digital economy and new energy and strategic emerging industries.
The general partner of the fund is Hangzhou Jiuzhi and the other limited partners are Jin Xiaoya.
According to the articles of association and the company’s foreign investment management system, this transaction does not need to be submitted to the board of directors for deliberation.
This investment does not involve related party transactions, does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of partners
(I) general partner and manager
Hangzhou Jiuzhi is the general partner of the partnership.
Enterprise name: Hangzhou Jiuzhi Investment Management Co., Ltd
Nature of enterprise: limited liability company (invested or controlled by natural person)
Legal representative: Han Hualong
Shareholders:
No. shareholder name contribution amount (10000 yuan) proportion in registered capital (%)
1 Han Hualong 2990.00 99.67
2 Wang Xia 10.00 0.33
Total 3000.00 100.00
Registered capital: 30 million yuan
Date of establishment: June 4, 2008
Business scope: Services: Investment Management (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial services such as financing deposits, financing guarantees and customer financing from the public). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Address: room 1505, North building, ad building, Xihu District, Hangzhou, Zhejiang
Financial status: (audited)
Unit: 10000 yuan
Subject 2018 2019 2020
Total assets 8494.84 7825.07 7287.77
Net assets 3085.44 3098.16 3109.02
Operating income 300.00 67.96 237.62
Investment income 32.51 186.46 0.57
Net profit 16.89 12.72 10.74
Hangzhou Jiuzhi has fulfilled the registration and filing procedures in accordance with the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (for Trial Implementation).
Hangzhou Jiuzhi has no relationship with the company, Haiyue asset management and relevant directors, supervisors and senior managers, no relevant interest arrangement, and no arrangement with a third party that affects the interests of the company; Hangzhou Jiuzhi has no relationship or interest arrangement with the controlling shareholder and actual controller of the company; Hangzhou Jiuzhi does not hold the company’s shares directly or indirectly, nor does it plan to increase its shares.
(II) other limited partners participating in the launch of the fund
Limited partner (natural person): Jin Xiaoya
Gender: Female
Nationality: Chinese
Address: Nankai District, Tianjin
In addition to Haiyue asset management, a subsidiary of the company, which plans to invest in the fund with RMB 22 million as a limited partner, Jin Xiaoya will also make joint capital contributions as a limited partner. The company, Haiyue asset management and other limited partners participating in the launch of the fund have no affiliated relationship.
3、 Basic information of the fund
Fund Name: Hangzhou Yuezhi phase II equity investment partnership (limited partnership)
Fund type: limited partnership
Executive partner: Hangzhou Jiuzhi Investment Management Co., Ltd
Business scope: general items: equity investment (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license).
4、 Main contents of the partnership agreement
(I) main contributors, mode of contribution and subscribed contributions are as follows:
Partner’s name contribution method subscribed capital contribution (10000 yuan) contribution proportion (%)
Hangzhou Jiuzhi Investment Management Co., Ltd. currency 100 4.17
Zhejiang Haiyue Asset Management Co., Ltd. currency 2200 91.66
Jin Xiaoya currency 100 4.17
Total 2400 100
(II) term of partnership
1. Term of partnership
The duration of the partnership is long-term.
2. Investment period
The duration of the fund is 10 years, calculated from the date of establishment of the partnership fund. During the duration, the investment period of the fund is 8 years from the date of establishment of the fund. After the end of the investment period, no equity, private equity funds and other investments can be made, and only cash management investments can be made. Six months before the expiration of the duration of the fund, the executive partner may decide to extend the operation period appropriately according to the project progress or actual operation status as a supplementary exit period, but the maximum period shall not exceed 2 years.
（3） Fund management mode
All partners unanimously agree to appoint the general partner as the executive partner of the partnership by signing the partnership agreement. The representative appointed by the executive partner is Han Hualong, who is responsible for the implementation of specific partnership affairs. All partners agree that the partnership entrusts the executive partner as the manager of the partnership. The relevant rights and obligations of the executive partner shall be executed and assumed by the fund manager. The partnership shall pay the management fee to the manager in accordance with the partnership agreement.
The fund is managed and operated in the general limited partnership mode. As the manager of the fund, the general partner is entrusted to carry out the asset management business of the fund, and the limited partners shall bear limited liability for their investment to the extent of their capital contribution. Except that the funds are invested in publicly issued treasury bonds, bank deposits, money market funds and cash management tools approved by the CSRC during the idle period, other foreign investments need to be unanimously approved by all partners.
(IV) custody matters
All partners agree that the fund manager (executive partner) shall select a qualified custodian institution for the fund on behalf of the partnership fund, and sign a separate custody agreement with the selected custodian institution to agree on the specific contents of custody services. The signing of the partnership agreement of the fund means that the partners recognize and agree to the rights and obligations of the custodian agreed in the custody agreement signed by the manager and the custodian.
The partnership entrusts China Merchants Bank Co.Ltd(600036) as the custodian to keep the property of the partnership. The custody matters shall be subject to the specific provisions of the custody agreement signed between the partnership and the custodian.
(V) investment objective, investment scope and investment prohibition
1. Investment objectives
The purpose of the partnership is to carry out investment management in the manner agreed in this agreement under the permission of laws and regulations, so as to obtain good return on investment for partners.
2. Investment scope
The fund directly or indirectly invests in unlisted equity of enterprises in high-tech industries such as artificial intelligence, digital economy and new energy and strategic emerging industries.
During the idle period, the fund can invest in publicly issued treasury bonds, bank deposits, money market funds and cash management tools approved by the CSRC.
When the fund invests in unlisted equity, it shall comply with the requirements of national laws, regulations, rules and industrial policies.
The fund can indirectly invest in unlisted equity by investing in asset management products. The aforesaid asset management products include all kinds of corporate, partnership and contractual equity investment funds filed and issued by China Securities Investment Fund Association. 3. Investment prohibition
The partnership prohibits the following investment activities:
(1) Engage in guarantee, mortgage, entrusted loan, real estate, fund lending and other businesses;
(2) Foreign investment with unlimited joint and several liability;
(3) Engaging in insider trading, manipulating securities prices and other improper securities trading activities;
(4) Direct investment in credit assets of commercial banks;
(5) Pledge financing with fund units;
(6) Direct or indirect investment in industries and fields where creditor’s rights or equity investment is prohibited by laws and regulations and national policies;
(7) Other acts prohibited by laws and regulations, CSRC and this partnership agreement.
(VI) profit distribution, loss sharing and withdrawal
1. Profit distribution
(1) The amount of distributable profits of the partnership is the balance of all cash assets of the partnership minus the recorded payables as of the distribution benchmark. The base date of distribution is the deadline for the calculation of profits available for distribution.
(2) Distribution principle
A. Before the liquidation of the partnership, the distributable profits obtained shall be distributed according to the proportion of the paid in capital contribution of all partners;
B. Partners of the same type enjoy equal distribution rights;
C. The distribution method of the partnership is cash dividend;
D. Distribute the profits of the partnership within 10 working days after receiving the withdrawal payment of the project or the dividend payment;
E. The principle of distribution may be modified if it is unanimously agreed by the partners’ meeting or all partners in writing;
F. Where there are other provisions in laws and regulations or regulatory authorities, such provisions shall prevail.
2. Loss sharing
(1) Limited partners shall be liable for the losses of the partnership to the extent of their subscribed capital contributions, while general partners shall be jointly and severally liable for the losses of the partnership.
(2) When the partnership suffers losses, it shall share the losses in the following order:
A. All partners shall be limited to their subscribed capital contributions and bear the losses of the partnership in proportion to their subscribed capital contributions;
B. If the partnership still has losses, the general partner shall bear unlimited joint and several liability.
3. Withdrawal of partners
(1) During the duration of the partnership, a limited partner shall withdraw from the partnership in case of any of the following circumstances: a. the natural person as a limited partner dies or is declared dead according to law, and his successor is unwilling to obtain the qualification of the limited partner in the partnership;
B. The legal person or other organization as a limited partner is revoked its business license, ordered to close down, revoked or declared bankrupt according to law, and its successor is unwilling to obtain the qualification of the limited partner in the partnership;
C. Partners must have relevant qualifications as stipulated by law or agreed in this partnership agreement and lose such qualifications;
D. All the property shares of the partnership held by him are enforced by the court;
E. Other circumstances of ex officio withdrawal stipulated by law and this agreement.
In case of withdrawal of course, the date on which the reason for withdrawal actually occurs shall be the effective date of withdrawal. When a limited partner withdraws from the partnership in accordance with the above agreement, the partnership shall not be dissolved.
(2) During the duration of the partnership, in case of any of the following circumstances, the limited partner may be removed with the unanimous consent of the other partners:
A. Fails to actually pay any capital contribution to the partnership within the time limit for capital contribution specified in this Agreement;
B. Causing heavy losses to the partnership due to intentional or gross negligence;
C. Violation of other provisions of the partnership agreement.
In addition to the above
