Securities code: 300567 securities abbreviation: Wuhan Jingce Electronic Group Co.Ltd(300567) Announcement No.: 2022-029 Wuhan Jingce Electronic Group Co.Ltd(300567)
Announcement on capital increase and related party transactions of holding subsidiaries
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
(I) basic information of foreign investment
Shanghai Jingji micro Semiconductor Technology Co., Ltd. (hereinafter referred to as “Shanghai Jingji micro”), a holding subsidiary of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as “the company”), plans to introduce new investors in order to achieve further development, expand scale and enhance business capacity. On February 11, 2022, Shanghai Jingji micro cooperated with new investors Shanghai semiconductor equipment and materials industry investment fund partnership (limited partnership) (hereinafter referred to as “Shanghai equipment investment”), Shanghai Zhangjiang Suifeng innovation equity investment fund partnership (limited partnership) (hereinafter referred to as “Zhangjiang Suifeng”) Shanghai Pudong Haiwang integrated circuit industry private equity fund partnership (limited partnership) (hereinafter referred to as “Pudong Haiwang”), Haining Jinghai equity investment partnership (limited partnership) (hereinafter referred to as “Haining Jinghai”), Shanghai Jingwang enterprise management center (limited partnership) (hereinafter referred to as “Shanghai Jingwang”) Peng Qian and Shanghai Precision Measurement Semiconductor Technology Co., Ltd. (hereinafter referred to as “Shanghai Precision Measurement”), the original shareholder of Shanghai Jingji micro, signed the capital increase agreement.
Shanghai equipment investment plans to contribute 25 million yuan to Shanghai Jingji micro, Zhangjiang Suifeng plans to contribute 25 million yuan to Shanghai Jingji micro, Pudong Haiwang plans to contribute 25 million yuan to Shanghai Jingji micro, Haining Jinghai plans to contribute 50 million yuan to Shanghai Jingji micro, and Shanghai Jingwang plans to contribute 100 million yuan to Shanghai Jingji micro, Peng Qian plans to contribute 50 million yuan to Shanghai Jingji micro, and Shanghai Jingyu plans to increase 25 million yuan to Shanghai Jingji micro, a total of 300 million yuan, all of which are included in the registered capital. After the capital increase, the equity ratio of Shanghai Jingji micro held by Shanghai jingtest was changed from 100% to 21.43%. Since Mr. Shanghai Jingwang and Mr. Peng Qian signed the shareholder voting rights entrustment agreement with Shanghai Jingji micro on February 11, 2022, and agreed to entrust Shanghai Jingji micro with the exclusive, free and irrevocable exercise of the voting rights, nomination rights and proposal rights corresponding to their equity of Shanghai Jingji micro, Shanghai Jingji micro is still a company within the scope of the company’s consolidated statements.
(II) relationship
Mr. Peng Qian, the new direct investor of Shanghai Jingji micro, is the controlling shareholder, actual controller and chairman of the company, and Haining Jinghai is an enterprise in which Mr. Peng Qian holds 19% of the property share. According to the rules for listing stocks on the gem of Shenzhen Stock Exchange (hereinafter referred to as the rules for listing stocks on the GEM) According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the Wuhan Jingce Electronic Group Co.Ltd(300567) articles of association and other relevant laws, Mr. Peng Qian is the associated natural person of the company and Haining Jinghai is the associated legal person of the company. This capital increase constitutes the joint investment between the company and related parties and the company’s waiver of some preemptive rights. This investment constitutes a related party transaction.
(III) approval procedures of the board of directors and the board of supervisors
The first meeting of the Fourth Board of directors of the company was held on February 11, 2022. The voting results of the meeting were 8 affirmative votes, 0 negative votes, 0 abstention votes and 1 avoidance vote. All non affiliated directors unanimously deliberated and adopted the proposal on capital increase and related party transactions of holding subsidiaries. Mr. Peng Qian, as a related party of the capital increase, avoided voting on this matter. The independent directors issued clear prior approval opinions and independent opinions, and the recommendation institution issued verification opinions. The transaction still needs to be approved by the general meeting of shareholders.
The first meeting of the Fourth Board of supervisors of the company was held on February 11, 2022. All supervisors deliberated and adopted the proposal on capital increase and related party transactions of holding subsidiaries.
This related party transaction 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 counterparty
(I) Shanghai semiconductor equipment and materials industry investment fund partnership (limited partnership)
Name: Shanghai semiconductor equipment and materials industry investment fund partnership (limited partnership)
Address: Building C, No. 888, Huanhu West 2nd Road, Nanhui new town, Pudong New Area, Shanghai
Unified social credit Code: 91310000ma1fl5289a
Executive partner: Shanghai semiconductor equipment and Materials Industry Investment Management Co., Ltd
Enterprise type: limited partnership
Date of establishment: January 24, 2018
Registered capital: 5050 million yuan
Business scope: equity investment, industrial investment, investment management. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Ownership structure:
No. partner name subscribed capital contribution as a proportion of total capital contribution (10000 yuan) (example (%)
1 Shanghai Wanye Enterprises Co.Ltd(600641) 100,000 19.8020
2. The shares of the national integrated circuit industry investment fund are 100000 19.8020
Limited company
3 Yunnan International Trust Co., Ltd. 80000 15.8416
4 Shanghai Lingang Holdings Co.Ltd(600848) Xincheng investment partnership (limited liability: 50000 9.9010)
(partner)
5 Shanghai Guosheng (Group) Co., Ltd. 50000 9.9010
6. Service trade innovation and development guidance fund (35000 6.9307)
(partner)
7 Guangzhou Yuexiu Jinxin phase II investment partnership (22000 yuan)
Limited partnership)
8. Guangdong laterite Heyu equity investment fund (limited amount: 20000 3.9604)
(partner)
9 Shanghai Guotai Junan Securities Co.Ltd(601211) innovation equity investment master fund 10000 1.9802
Center (limited partnership)
10 Henan Asset Management Co., Ltd. 10000 1.9802
11 Shenzhen baodechang Investment Co., Ltd. 9000 1.7822
12 Shanghai Pengbo Financial Information Co., Ltd. 5000 0.9901
13 Xinyin Financial Management Co., Ltd. 5000 0.9901
14 Shanghai semiconductor equipment and materials industry investment management 5000 0.9901
limited company
15 China Securities Co.Ltd(601066) Investment Co., Ltd. 4000 0.7921
Total 505000 100
Actual controller: Zhu Xudong
Shanghai equipment investment does not belong to the dishonest executee.
(II) Shanghai Zhangjiang Suifeng innovation equity investment fund partnership (limited partnership)
Name: Shanghai Zhangjiang Suifeng innovation equity investment fund partnership (limited partnership)
Address: room 214, building 2, No. 563, Songtao Road, China (Shanghai) pilot Free Trade Zone
Unified social credit Code: 91310000ma1fl75f05
Executive partner: Shanghai Zhangjiang Haoheng innovation Equity Investment Management Co., Ltd
Enterprise type: limited partnership
Date of establishment: March 16, 2020
Registered capital: 200.1 million yuan
Business scope: general projects: equity investment and venture capital (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Ownership structure:
No. partner name subscribed capital contribution as a proportion of total capital contribution (10000 yuan) (example (%)
1 Shanghai Pudong Construction Co.Ltd(600284) 50,000 24.9875
2. The development shares of Shanghai Shanghai Zhangjiang Hi-Tech Park Development Co.Ltd(600895) Technology Park are 50000 24.9875
Limited company
3 Shanghai Pudong Science and technology innovation investment fund partnership 50000 24.9875
Enterprise (limited partnership)
4 Shanghai Science and technology innovation center phase I equity investment fund 50000 24.9875
Partnership (limited partnership)
5 Shanghai Zhangjiang Haoheng innovative equity investment management 100 0.0500
limited company
Total 200100
Actual controller: Shanghai Pudong New Area state owned assets supervision and Administration Commission
Zhangjiang Suifeng is not a dishonest executee.
(III) Shanghai Pudong Haiwang integrated circuit industry private equity fund partnership (limited partnership)
Name: Shanghai Pudong Haiwang integrated circuit industry private equity partnership (limited partnership)
Address: room 5006, No. 432, Shuiyun Road, Lingang xinpian District, China (Shanghai) pilot Free Trade Zone
Unified social credit Code: 91310000ma1h3tn14e
Executive partner: Shanghai Pudong gawang integrated circuit center (limited partnership)
Enterprise type: limited partnership
Date of establishment: June 3, 2021
Registered capital: 1880 million yuan
Business scope: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after completing the filing and registration with China Securities Investment Fund Association) (except for the items that must be approved according to law, business activities can be carried out independently according to law with the business license)
Ownership structure:
No. partner name subscribed capital contribution as a proportion of total capital contribution (10000 yuan) (example (%)
1 Shanghai Pudong Science and technology innovation investment fund partnership 50000 26.5957 (limited partnership)
2 Zhejiang Weier Equity Investment Co., Ltd. 40000 21.2766
3 Shanghai Pudong Kechuang Group Co., Ltd. 37000 19.6809
4 Xingzheng Investment Management Co., Ltd. 20000 10.6383
5 Shanghai Lu’an Investment Co., Ltd. 10000 5.3191
6 Huayuan dry port Capital Operation Co., Ltd. 10000 5.3191
7 Shanghai jieweiyuan Technology Center (limited partnership) 6000 3.1915
8 Shanghai Mushan enterprise management partnership (5000 2.6596 partners)
9. Pingyang Tianchong Ruisi equity investment partnership (limited to 5000 2.6596 partnerships)
10 Shanghai Weijun Technology Center (limited partnership) 3000 1.5957
11 Shanghai Pudong gawang integrated circuit center (2000 1.0638 partners)
Total 188000 100
Actual controller: Shanghai Pudong New Area state owned assets supervision and Administration Commission
Pudong Haiwang does not belong to the person who has broken his promise.
(IV) Haining Jinghai equity investment partnership (limited partnership)
1. Basic information
Name: Haining Jinghai equity investment partnership (limited partnership)
Address: room 402, No. 66, Youquan Road, Haichang street, Haining City, Jiaxing City, Zhejiang Province (self declaration)
Unified social credit Code: 91330481ma2lbkeh2u
