Securities code: 002785 securities abbreviation: Xiamen Wanli Stone Stock Co.Ltd(002785) Announcement No.: 2022-005
Xiamen Wanli Stone Stock Co.Ltd(002785)
On joint investment with professional investment institutions to establish limited partnership
Progress announcement
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of foreign investment
According to the strategic planning needs of Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as “the company”), the company, Shenzhen Zhuoshi Investment Co., Ltd. (hereinafter referred to as “Zhuoshi investment”) and Ningbo Zhuoshi prospective venture capital partnership (limited partnership) (hereinafter referred to as “Zhuoshi prospective”) Ningbo Zhuoshi yunqi equity investment partnership (limited partnership) (hereinafter referred to as “Zhuoshi yunqi”) jointly invested and established Xiamen Wanli new energy venture capital partnership (limited partnership) (hereinafter referred to as “partnership”). Among them, the company, as a limited partner, subscribed 10 million yuan with its own funds, accounting for 16.6667% of the registered capital. Details are disclosed on cninfo.com on January 26, 2022（ http://www.cn.info.com.cn. ）Announcement on joint investment and establishment of limited partnership with professional investment institutions (Announcement No.: 2022-002).
Recently, the company signed the partnership agreement of Xiamen Wanli new energy venture capital partnership (limited partnership) (hereinafter referred to as “partnership agreement” or “this Agreement”) with other partners and received the notice of stone cutting investment. The partnership has completed the industrial and commercial registration procedures and obtained the business license issued by Xiamen Siming District market supervision administration. The details are as follows:
2、 Industrial and commercial registration information of the partnership
1. Xiamen new energy investment Co., Ltd
2. Unified social credit Code: 91350203ma8ujwqm5f
3. Enterprise type: unincorporated commercial entity (limited partnership)
4. Executive partner: Shenzhen Zhuoshi Investment Co., Ltd. (appointed representative: Xie Weifeng)
5. Date of establishment: January 30, 2022
6. Address: unit 389, Zone C, third floor, No. 60, Lianjing Road, Siming District, Xiamen
7. Registered capital: 60 million yuan
In addition, it shall independently carry out business activities according to law with its business license).
3、 Main contents of the partnership agreement
（1） Purpose and duration of partnership
1. Partnership purpose
Through the professional capital operation service of the manager’s stone cutting investment, the partners can obtain investment benefits for each partner in the in-depth layout of the new energy related industrial chain, and the partners jointly form the partnership.
2. Duration of partnership
The partnership shall be established from the date of issuance of the business license, and the duration shall be 10 years. If it needs to be extended, it shall be unanimously agreed by all partners.
（2） Total scale, contribution method, amount and payment period of each partner
1. General partner: Shenzhen Zhuoshi Investment Co., Ltd
The total subscribed capital contribution is 1 million yuan, which is contributed in currency, accounting for 1.6667% of the total capital contribution of the partnership
Payment deadline: June 30, 2031
2. Limited partner: Xiamen Wanli Stone Stock Co.Ltd(002785)
The total subscribed capital contribution is 10 million yuan, which is contributed in currency, accounting for 16.6667% of the total capital contribution of the partnership
Payment deadline: June 30, 2031
3. Limited partner: Ningbo Zhuoshi prospective venture capital partnership (limited partnership)
The total subscribed capital is 10 million yuan, which is contributed in currency, accounting for 16.6667% of the registered capital
Payment deadline: June 30, 2031
4. Limited partner: Ningbo Zhuoshi yunqi equity investment partnership (limited partnership)
The total subscribed capital is 39 million yuan, which is contributed in currency, accounting for 64.9999% of the registered capital
Payment deadline: June 30, 2031.
（3） Partner meeting
1. Composition of the partners’ meeting
The partners’ meeting is composed of all partners. The partners’ meeting is the highest authority of the partnership.
2. Powers of the partners’ meeting
1) Discuss the conflict of interest between the general partner and the limited partner;
2) To decide on matters such as raising debts and loans by the partnership;
3) To review and approve the withdrawal, capital contribution transfer and disposal of the general partner and the limited partner;
5) To decide on the dissolution and liquidation of the partnership;
6) Evaluate the management performance of the manager and make suggestions;
7) Decide to dismiss and change the manager;
8) Determine the initiation of investment projects;
9) Decide on specific investment projects;
10) Decide on the specific mode and amount of investment;
11) Decide on the transfer of investment;
12) To examine and approve the engagement of audit institutions and legal advisory institutions of the partnership; To examine and approve the annual financial budget and final settlement plan, profit distribution plan and loss recovery plan of the partnership;
13) Other matters that have a significant impact on the development of the partnership, such as laws, regulations and the provisions of this agreement, which shall be decided by the partners’ meeting.
(IV) joining, withdrawing, transfer of partnership interests and change of identity
1. Join
The partnership does not meet the raising conditions and cannot add new partners after the fund is filed with the China Securities Investment Fund Association.
2. Withdrawal
1) Voluntary withdrawal
During the duration of the partnership, a partner may withdraw from the partnership under any of the following circumstances:
\uf081 the reason for withdrawing from the partnership agreed in the partnership agreement occurs;
\uf082 unanimously agreed by all partners;
\uf083 it is difficult for partners to continue to participate in the partnership;
\uf084 other partners seriously violate the provisions of the partnership agreement.
2) Withdrawal of course. A partner who is under any of the following circumstances shall withdraw of course:
\uf081 a natural person who is a partner dies or is declared dead according to law;
\uf082 personal insolvency;
\uf083 a legal person or other organization as a partner is revoked its business license, ordered to close down, revoked or declared bankrupt according to law;
\uf084 partners must have relevant qualifications as stipulated by law or the partnership agreement, and lose such qualifications;
\uf085 all property shares of partners in the partnership are enforced by the people’s court;
\uf086 the partner fails to pay the capital contribution in accordance with the partnership agreement.
When a natural person as a limited partner dies, is declared dead according to law, or the legal person or other organization as a limited partner terminates, its successor or successor may obtain the qualification of the limited partner in the partnership according to law.
3) Delisting situation
Under any of the following circumstances, a partner may be removed by resolution with the unanimous consent of the other partners:
\uf081 failure to fulfill the obligation of capital contribution;
\uf082 losses caused to the partnership due to intentional or gross negligence;
\uf083 improper behavior in the execution of partnership affairs.
The delisting resolution of a partner shall be notified in writing to the delisted person.
The delisting shall take effect on the date when the delisted person receives the delisting notice, and the delisted person shall withdraw from the partnership. If the expelled person disagrees with the delisting resolution, he may bring a suit in a people’s court within 30 days from the date of receiving the delisting notice.
If the reason for withdrawing from the partnership agreed in this partnership agreement occurs or is unanimously agreed by all partners, the partners may withdraw from the partnership. 4) The withdrawal of a general partner from the partnership shall be approved by a plenary vote of the partners’ meeting.
5) When withdrawing from the partnership, the general partner shall share losses and bear debts in accordance with the provisions of this agreement.
6) After a limited partner withdraws from the partnership, he shall be liable for the debts of the partnership incurred due to the reasons before his withdrawal with the property taken back from the partnership at the time of his withdrawal.
7) When a partner withdraws from the partnership due to the above circumstances in this article, unless otherwise specified in this agreement, he shall notify other partners 30 days in advance. If a partner withdraws from the partnership in violation of the provisions of this article, he shall compensate for the losses caused to the partnership.
8) Under any of the following circumstances, the partnership enterprise shall return the property share of the inherited partner to the successor or right successor of the partner;
\uf081 the successor or successor is unwilling to become a partner;
\uf082 the law or the partnership agreement stipulates that the partner must have the relevant qualification, but the successor has not obtained the qualification;
\uf083 other circumstances under which the partnership agreement stipulates that it cannot become a partner.
9) The effective date of withdrawal is the date on which the reason for withdrawal actually occurs.
3. Transfer of partnership interests
1) If a partner transfers all or part of his capital contribution in the partnership to each other, and a partner transfers his capital contribution to the partnership to a person other than a partner, he shall notify other partners in writing 30 days in advance and explain the reasons for the transfer of capital contribution. The transfer can be made only with the full written consent of the general partner and other limited partners.
2) If the other partners fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other partners disagree with the transfer, the partners who disagree shall purchase the capital contribution transferred; If it does not purchase, it shall be deemed to have agreed to the transfer. The general partner shall have the priority to transfer the capital contribution transferred by a partner to a person other than a partner. If the general partner does not accept the assignment, the limited partners have the priority to accept the assignment. If multiple partners in the same order are willing to accept the capital contribution, they shall be transferred according to their respective proportion of capital contribution in the partnership.
3) After the transfer of partners’ capital contribution is approved, the partnership agreement shall be amended accordingly, and the industrial and commercial registration of change shall be handled.
4) If the transferee is a third party other than a partner, it shall be treated and treated as a partner. And the transferee must promise to abide by this agreement, the resolutions made by the partners’ meeting and other effective legal documents, and promise to continue to bear the obligations of the transferor.
5) If a partner becomes a partner after the amendment of the partnership agreement, he shall bear the rights and liabilities of the partnership enterprise in accordance with the law.
6) The number of partners after the transfer of capital contribution must meet the quorum specified in the partnership law.
4. Pledge of capital contribution
1) Without the unanimous consent of all partners, the general partner and limited partner shall not pledge their capital contribution in the partnership to an external third party.
2) With the consent of the general partner, limited partners may pledge their capital contributions to the general partner or other limited partners.
5. Identity transformation
1) The transformation of a general partner into a limited partner or a limited partner into a general partner shall be subject to the unanimous consent of all partners.
2) If a limited partner becomes a general partner, he shall bear unlimited joint and several liability for the debts incurred by the limited partnership during his term as a limited partner.
3) If a general partner becomes a limited partner, he shall bear unlimited joint and several liability for the debts incurred by the limited partnership during his term as a general partner.
(V) investment and management matters
1. Investment scope: the fund focuses on equity investment in new energy projects, specifically including new energy upstream minerals and their development, anode and cathode materials and other new energy industry chain projects. The specific investment stage covers the middle and early stage to PE stage. In order to reduce the capital precipitation cost, you can buy low-risk income products such as monetary fund, agreement deposit and principal guaranteed bank financial products. The fund initiated the establishment or participated in different private equity funds to layout different stages of new energy industry chain projects.
2. Investment business
1) Specific contents: the fund’s investment in the development of new energy industry chain projects, project initiation, prudent investigation and value evaluation of investment projects, design of investment schemes, business negotiation of investment schemes, evaluation and decision-making of investment projects, implementation of investment schemes, post investment management and related services of projects, and formulation and implementation of exit schemes of investment projects. The fund can launch special funds to raise social funds to invest in the above types of projects.
2) Investment method: the fund or the fund initiated by the fund transfers the equity or shares of the invested unit and participates in the capital increase of the invested unit.
3) Investment restrictions: the fund or the fund initiated by the fund shall not carry out any investment other than the investment field considered and approved by the investment committee. Specifically, the fund shall not invest in real estate, stocks, futures, open-end funds or closed-end funds (except monetary funds), financial derivatives, external lending, etc.
3. Investment decision
1) A unified investment decision-making committee (hereinafter referred to as the “investment decision-making committee”) shall be established within the fund or the fund initiated by the fund, which is the decision-making body for determining the project initiation, investment, transfer and withdrawal of investment, and is responsible to the partnership.
2) The decision-making committee is composed of stone cutting investment, limited partners and external experts. The investment committee has five members, and each member has one vote. Matters reported to the decision-making meeting of the investment committee can be passed only with the consent of four members.
3) The chairman of the voting Board shall be responsible for convening and presiding over the meeting. The investment decision-making meeting shall be held regularly according to the project, and an interim meeting may be held according to the actual needs.
4) The investment and decision-making committee shall make the final decision on the investment matters of the partnership, and the general partner shall transmit the decision-making order according to the decision-making of the investment and decision-making committee, and implement it.
5) The voting Committee shall exercise the following functions and powers:
\uf081 review the investment projects submitted by the general partner;
\uf082 review the investment plan and investment strategy;
\uf083 make the final decision on the investment of the partnership;
6) Other functions and powers of the investment decision-making committee authorized by the partnership and the partners’ meeting.
4. Investment exit
1) The investment assets held by the partnership shall withdraw within the time limit specified in laws, regulations or relevant investment contracts, recover the investment cost in time, realize the investment income and reduce the investment risk.
2) The partnership may withdraw from investment and realize investment profits in the following ways:
\uf081 the enterprise’s investment in the invested enterprise shall give priority to the way of listing in China’s capital market;
\uf082 the manager will choose according to the latest policy developments in China’s capital market and the progress of relevant work of the invested enterprise
