Securities code: 002558 securities abbreviation: Giant Network Group Co.Ltd(002558) Announcement No.: 2022-lin009 Giant Network Group Co.Ltd(002558)
About joint investment with professional investment institutions
Announcement on affiliated transactions of transferred fund units
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.
Risk tips:
The private equity fund invested in this transaction has been established and exists, but it may be affected by multiple factors such as macro-economy, laws and policies, force majeure and industry cycle in the follow-up process, resulting in the risk of uncertain investment income. Giant Network Group Co.Ltd(002558) (hereinafter referred to as “the company” or ” Giant Network Group Co.Ltd(002558) “) as a limited partner, is liable for the debts of the partnership within the limit of the subscribed capital contribution, does not execute the affairs of the partnership, and does not participate in the investment decision-making of the fund. The company will pay close attention to the operation, management, investment decision-making and post investment management progress of the investment fund, as well as the operation and development of the investment object of the fund, urge the fund manager to effectively reduce and avoid investment risks and maintain the safety of the company’s funds. Please make careful decisions and pay attention to investment risks.
1、 Overview of related party transactions
(I) basic information of this transaction
The company invested 450 million yuan with its own funds and transferred 3.6% of the share of Shanghai Yunfeng Xincheng Investment Center (limited partnership) (hereinafter referred to as “Yunfeng Xincheng” or “fund”) held by the related party giant Investment Co., Ltd. (hereinafter referred to as “giant investment”) to become the limited partner of Yunfeng Xincheng (hereinafter referred to as “this transaction”).
Yunfeng Xincheng is a RMB private equity investment fund managed by Shanghai Yunfeng Xinchuang Investment Management Co., Ltd. (hereinafter referred to as “Yunfeng Xinchuang”), and the fund number is sh1000. At present, Yunfeng Xincheng has entered the exit period, with clear and stable assets. This transaction is conducive to improving the use efficiency of the company’s idle funds, sharing the future income of the fund and improving the overall profitability of the company. At the same time, the company plans to establish more connections with the industry with the help of the resources and capabilities of professional management institutions, which is conducive to the company’s insight into the social development trend, timely layout of new opportunities in relevant industries, and maximize the income of the company and shareholders. (II) this transaction constitutes a connected transaction
Giant investment is an enterprise controlled by Mr. Shi Yuzhu, the actual controller of the company. According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, giant investment is an affiliated legal person of the company, so this transaction constitutes a connected transaction. (III) review procedures of this transaction
On February 7, 2022, the company held the 16th meeting of the 5th board of directors. At the meeting, the proposal on joint investment with professional investment institutions and related party transactions of transferred fund units was considered and adopted by 6 votes in favor, 0 votes against and 0 abstentions. The related director Shi Yuzhu avoided voting. The independent directors of the company approved the transaction in advance and expressed their independent opinions on agreeing to the connected transaction. This transaction does not need to be submitted to the general meeting of shareholders for deliberation. This transaction constitutes joint investment with professional investment institutions and does not constitute a major asset reorganization or reorganization listing specified in the administrative measures for major asset reorganization of listed companies, which does not need to be approved by relevant departments.
2、 Basic information of counterparties, fund managers and other related parties
(I) counterparty / related party
1. Name: giant Investment Co., Ltd
2. Unified social credit Code: 91310117703307877c
3. Date of establishment: April 23, 2001
4. Registered address: Building 1, No. 988, Zhongkai Road, Songjiang District, Shanghai
5. Legal representative: Shi Yuzhu
6. Enterprise type: limited liability company (invested or controlled by natural person)
7. Registered capital: RMB 116.88 million
8. Major shareholders: Shi Yuzhu holds 97.86% equity of giant investment, and Niu Jinhua holds 2.14% equity of giant investment.
9. Actual controller: Shi Yuzhu
10. Business scope: industrial investment, computer network development, service, investment management, asset management, investment consulting, business information consulting, enterprise management consulting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
11. Affiliated relationship: giant investment is an enterprise controlled by Mr. Shi Yuzhu, the actual controller of the company, so giant investment is an affiliated party of the company.
12. Historical evolution and main business: giant investment was established on April 23, 2001; On January 21, 2015, the registered capital of giant investment was changed from RMB 50 million to RMB 116.88 million. Giant investment has been mainly engaged in industrial investment, investment management and other businesses for nearly three years.
13. Main financial data:
Unit: RMB 10000
January December 2021 / year 2020/
December 31, 2021 December 31, 2020
(Unaudited) (Unaudited)
Operating income 2151.18 8003.70
Net profit attributable to the parent company 44611.86 69770.03
Total assets 4939041.28 5690346.63
Net assets 2401702.24 2450076.22
14. After inquiry, giant investment does not belong to the dishonest executee. (II) fund manager
1. Name: Shanghai Yunfeng Xinchuang Investment Management Co., Ltd
2. Unified social credit Code: 91310110301543033n
3. Date of establishment: May 20, 2014
4. Registered address: room F120, first floor, building 64, No. 1436, Jungong Road, Yangpu District, Shanghai
5. Enterprise type: limited liability company
6. Legal representative: Yu Feng
7. Controlling shareholder / actual controller: Yu Feng
8. Registered capital: RMB 100 million
9. Main investment fields (business scope): investment management, investment consulting, enterprise management consulting and business information consulting (the above consulting shall not be engaged in brokerage).
10. Yunfeng Xinchuang has gone through the registration of private fund manager with China Securities Investment Fund Industry Association, and the registration code is p1008847.
11. Yunfeng Xinchuang has no affiliated relationship or other interest arrangements with the company, its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers; Yunfeng Xinchuang does not have a concerted action relationship with other investors involved in the establishment of investment funds; Yunfeng Xinchuang does not directly or indirectly hold the shares of the company, but as of the disclosure date of this announcement, the Shanghai rhenium plutonium Investment Consulting Center (limited partnership) under its management holds 44006597 shares of the company, accounting for 2.17% of the total share capital of the company.
12. After inquiry, Yunfeng Xinchuang does not belong to the dishonest executee. (III) general partner of the fund
1. Name: Shanghai Zhongfu Asset Management Center (limited partnership) (hereinafter referred to as “Shanghai Zhongfu”) 2 Unified social credit Code: 91310110ma1g80te6m
3. Date of establishment: November 11, 2015
4. Registered address: room k117, first floor, building 64, No. 1436, Jungong Road, Yangpu District, Shanghai
5. Enterprise type: limited partnership
6. Registered capital: RMB 12.41 million
7. Executive partner: Shanghai Zhongfu Investment Management Co., Ltd
8. General partner: Shanghai Zhongfu Investment Management Co., Ltd
9. Main investment fields (business scope): asset management, industrial investment, investment management, investment consulting, enterprise management consulting.
10. Shanghai Zhongfu has no affiliated relationship or other interest arrangements with the company, its controlling shareholders, actual controllers, shareholders holding more than 5% of the shares, directors, supervisors and senior managers; There is no concerted action relationship between Shanghai Zhongfu and other investors involved in the establishment of investment funds; Shanghai Zhongfu does not directly or indirectly hold shares of the company.
11. Upon inquiry, Shanghai Zhongfu does not belong to the dishonest executee.
3、 Basic information of the subject matter of related party transactions (I) basic information of Yunfeng NEW
Name of Shanghai Fengxin Investment Center (1)
2. Unified social credit Code: 91310110ma1g831m15
3. Date of establishment: February 3, 2016
4. Organizational form: limited partnership
5. General partner: Shanghai Zhongfu Asset Management Center (limited partnership)
6. Fund manager: Shanghai Yunfeng Xinchuang Investment Management Co., Ltd
7. Fund scale: RMB 10 billion
8. Mode of contribution: contribution in RMB
9. Contribution progress: paid in
10. Capital contribution:
Name of main partner or subscribed capital contribution (RMB 10000)
Enterprise name before and after this transaction
Shanghai Zhongfu Asset Management Center (limited partnership) 7000
Giant Investment Co., Ltd. 50000 14000
Giant Network Group Co.Ltd(002558) 0 36,000
Other limited partners 943000 943000
Total 1000000
Note: the subscribed capital contribution of giant investment has been fully paid in.
11. Investment direction: as of September 30, 2021, the fund has invested in 49 projects, including Xiaopeng automobile, Yitu network, Hangzhou Raycloud Technology Co.Ltd(688365) , which are distributed in the fields of financial technology, new energy technology, enterprise services, medical health, new consumption, automobile intelligence and logistics services.
12. Duration: in addition to the dissolution and liquidation of the partnership according to the limited partnership agreement, the duration of the fund is 10 years, including 5 years of investment and 5 years of withdrawal. At the expiration of the duration, if there are still investment projects that have not been withdrawn, the general partner Shanghai Zhongfu has the right to independently decide to extend the duration of the fund for one year according to the operation needs of the fund. If the general partner Shanghai Zhongfu believes that the duration of the fund needs to be further extended according to the operation needs of the fund, it shall be voted and approved by the general meeting of partners, It can be extended again for a period of one year.
13. Management fee: the investment period is 2% of the total capital contribution subscribed by all limited partners per year, and the withdrawal period is 2% of the principal amount actually invested by all limited partners for project investment and has not yet realized withdrawal. No management fee will be paid during the liquidation period.
14. Income distribution: first, return the investment costs and shared fund expenses of each limited partner in all withdrawn investment projects; Secondly, return the general partner’s investment costs and shared fund expenses in all withdrawn investment projects; Then give priority to return 8% of the annualized income (compound interest) of each limited partner; Thereafter, the general partner shall supplement it; Finally, the excess return is distributed between the general partner and the limited partner in the proportion of 20:80.
15. Withdrawal mechanism: within the duration, limited partners can transfer their partnership interests in the partnership with the consent of the general partner.
16. Accounting method: independent accounting of the fund.
17. Investment fund management mode: the fund manager is responsible for the investment project management and administrative affairs management of Yunfeng Xincheng, and the company has no one vote veto over the proposed investment object of the fund.
18. Except giant investment, the controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers of the company do not participate in the subscription of Yunfeng Xincheng shares, nor do they serve in Yunfeng Xincheng. 19. Upon inquiry, Yunfeng Xincheng is not a dishonest person. (II) financial data presented by Yunfeng
Unit: RMB 10000
January September 2021 / year 2020/
Project September 30, 2021
