Securities code: 002077 securities abbreviation: Jiangsu Dagang Co.Ltd(002077) Announcement No.: 2022-011 Jiangsu Dagang Co.Ltd(002077)
Announcement on joint investment with professional investment institutions
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. Special tips:
1. The name of the industrial fund jointly invested and established by Jiangsu Dagang Co.Ltd(002077) (hereinafter referred to as "the company") and professional investment institutions this time: Zhenjiang integrated circuit industry fund (tentative name, subject to the registration and approval of the market supervision and administration authority; hereinafter referred to as "the industrial fund").
2. This foreign investment does not involve related party transactions, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
3. Special risk tip: the foreign investment is currently in the preparatory stage, and the partners have not officially signed the partnership agreement and carried out substantive business. In case of the influence of other factors such as unpredictable or force majeure, there may be risks such as failure to pass the approval and failure to complete the registration during the establishment process. In the process of operation, industrial funds may be affected by many factors, such as macro-economy, industry cycle, policy changes, investment target, operation and management, trading scheme and so on, and there is a risk of investment failure or income less than expected; There is a risk of uncertainty in the specific implementation and progress of the industrial fund. Please make careful decisions and pay attention to investment risks.
1、 Overview of foreign investment
In order to further enhance the ability of foreign investment, accelerate the development of the company's integrated circuit industry, promote industrial extension and upgrading, and enhance the company's comprehensive competitiveness and overall value, the company plans to cooperate with Shanghai Linxin Investment Management Co., Ltd. and Zhenjiang Dingfu information technology industry investment partnership (limited partnership) (hereinafter referred to as "Dingfu investment") Shenzhen Linxin Investment Co., Ltd. and natural person Mr. Wu Hongbin jointly funded the establishment of Zhenjiang integrated circuit industry fund (tentative name, subject to the registration and approval of the market supervision and administration authority). The scale of the industrial fund is 100 million yuan, of which the company, as a limited partner, plans to invest 45 million yuan with its own funds. The industrial fund is managed by Shanghai Linxin Investment Management Co., Ltd.
The company held the fourth meeting of the eighth board of directors on February 15, 2022, and deliberated and adopted the proposal on joint investment with professional investment institutions with 7 affirmative votes, 0 negative votes and 0 abstention votes. This joint investment with professional investment institutions does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. According to the Listing Rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions and the articles of association, this investment is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of partners
(I) general partner and fund manager: Shanghai Linxin Investment Management Co., Ltd
1. Company name: Shanghai Linxin Investment Management Co., Ltd
2. Enterprise type: limited liability company (invested or controlled by natural person)
3. Legal representative: Li Yajun
4. Registered capital: 30 million yuan
5. Address: Room 401, 4th floor, Lane 1775, Qiushan Road, Lingang xinpian District, China (Shanghai) pilot Free Trade Zone
6. Date of establishment: May 26, 2015
7. Unified social credit Code: 91310115342373528a
8. Business scope: industrial investment, investment consulting and investment management (except brokerage). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Shanghai Linxin Investment Management Co., Ltd. has been registered as a private fund manager in China securities investment fund industry association with the registration number of p1028940.
10. Shanghai Linxin Investment Management Co., Ltd. is not a dishonest executee, does not directly or indirectly hold shares of the company, and has no affiliated relationship and interest arrangement with the company or its controlling shareholders, actual controllers, directors, supervisors and senior managers.
(II) Limited Partner: Zhenjiang Dingfu information technology industry investment partnership
1. Enterprise name: Zhenjiang Dingfu information technology industry investment partnership
2. Enterprise type: limited partnership
3. Executive partner: Zhenjiang high tech Venture Capital Co., Ltd
4. Registered capital: 30 million yuan
5. Address: Building B, state control building, No. 61, Nanshan Road, Runzhou District, Zhenjiang City
6. Date of establishment: May 10, 2019
7. Unified social credit Code: 91321111ma1ycmll01
8. Business scope: equity investment, investment management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Contribution shareholder: Zhenjiang state owned investment holding group Co., Ltd. subscribed 29 million yuan, with a contribution ratio of 96.67%; Zhenjiang hi tech Venture Capital Co., Ltd. subscribed 1 million yuan, accounting for 3.33%. Zhenjiang hi tech Venture Capital Co., Ltd. is a wholly-owned subsidiary of Zhenjiang state owned investment holding group Co., Ltd.
10. Actual controller: Zhenjiang SASAC
11. Dingfu investment is not a dishonest executee and does not directly or indirectly hold shares of the company. Dingfu investment and the actual controller of the company are both Zhenjiang SASAC. In addition, there is no relationship or interest arrangement with the company or its controlling shareholders, directors, supervisors and senior managers.
(III) special limited partner: Shenzhen Linxin Investment Co., Ltd
1. Company name: Shenzhen Linxin Investment Co., Ltd
2. Enterprise type: limited liability company
3. Legal representative: Song Yanyan
4. Registered capital: 20 million yuan
5. Address: A-D and b-c52, axis 4-7, West 5th floor, building 4, SEG Science Park, No. 120, Zhenxing Road, Lichun community, Huaqiangbei street, Futian District, Shenzhen
6. Date of establishment: June 28, 2016
7. Unified social credit Code: 91440300ma5dffp85w
8. Business scope: high tech project investment; Investment consultation (excluding restricted projects); Project investment planning; Enterprise management consultation, financial consultation and economic information consultation (agree with the registration authority to adjust and standardize the expression of business scope, subject to the registration authority's registration)
9. Shenzhen Linxin Investment Co., Ltd. is not a dishonest executee, does not directly or indirectly hold shares of the company, and has no affiliated relationship and interest arrangement with the company or its controlling shareholder, actual controller, directors, supervisors and senior managers.
(IV) Limited Partner: Wu Hongbin
Name: Wu Hongbin
Gender male
Nationality China
ID number 3211021973********
Address: Shuyuan Town, Pudong New Area, Shanghai*******
Mr. Wu Hongbin is not a dishonest executee, does not directly or indirectly hold shares of the company, and has no relationship and interest arrangement with the company or its controlling shareholder, actual controller, directors, supervisors and senior managers.
3、 Basic information of Industrial Fund
1. Fund Name: Zhenjiang integrated circuit industry fund (tentative name, subject to the registration and approval of the market supervision and administration authority)
2. Fund scale: 100 million yuan
3. Fund manager: Shanghai Linxin Investment Management Co., Ltd
4. Duration: 5 years (investment period: 3 years, exit period: 2 years), with a maximum extension of 2 years
5. Organizational form: limited partnership
6. Investment field: integrated circuit field (mainly design, supplemented by others)
7. The proposed capital contributions of each partner are as follows:
No. type of proportion of capital contribution subscribed by partners (10000 yuan)
1 general partner of Shanghai Linxin Investment Management Co., Ltd. 100 1%
Shenzhen Linxin Investment Co., Ltd
2 groups 400 4%
Zhenjiang Dingfu Information Technology Industry Investment Co., Ltd
3 partnership (limited partnership) 4500 45%
4 limited partner of Jiangsu Jiangsu Dagang Co.Ltd(002077) Co., Ltd. 4500 45%
5 Wu Hongbin limited partner 500 5%
Total 10000 100%
8. Accounting method: separate account creation and independent accounting.
4、 Main contents of the partnership agreement
1. Signatory of partnership agreement
General partner: Shanghai Linxin Investment Management Co., Ltd
Limited partners: Jiangsu Dagang Co.Ltd(002077) , Zhenjiang Dingfu information technology industry investment partnership (limited partnership), Shenzhen Linxin Investment Co., Ltd. and Wu Hongbin.
2. Partnership purpose
Through direct or indirect equity investment and other investment activities or investment related activities, realize the capital appreciation of the partnership and create investment returns for partners.
3. Duration
The first three years of the partnership are the investment period. The investment period of the partnership can be extended upon the proposal of the executive partner and the approval of the partners' meeting. The withdrawal period is 2 years from the end of the investment period of the partnership. With the consent of the executive partner, the partnership may extend the duration of the partnership twice, one year each time. The extended period is the extended period of the partnership. During the withdrawal period and the extended period (if any), the partnership shall not carry out new investment.
4. Management fee
During the investment period, the fund management fee shall be charged at 2% of the paid in capital contribution of all partners per year, during the withdrawal period, the fund management fee shall be charged at 2% of the capital balance of all partners per year, and during the extension period (if any), the fund management fee shall not be charged.
5. Investment strategy
The partnership will directly or indirectly invest in or engage in investment related activities in the Chinese mainland, where it is established or operated in the mainland or has other significant links with other Chinese mainland enterprises, including the shares of non listed companies or non-public offering shares or similar interests of listed companies. The investment field focuses on the integrated circuit field (mainly design, supplemented by others), and related application directions such as automobile, HD video and aiot. The investment stage is that the mature projects account for about 40% of the total project investment, and the growth and early projects account for about 60% of the total project investment.
6. Investment management
In order to improve the specialization and operation quality of investment decision-making, the executive partner sets up an investment decision-making committee, which is responsible for making decisions on the investment and exit of the partnership. The investment decision-making committee is composed of three members: one member is appointed by the executive partner, one member is appointed by Zhenjiang Dingfu information technology industry investment partnership (limited partnership), and one member is appointed by Jiangsu Dagang Co.Ltd(002077) . The decision-making mechanism is that more than three votes pass the decision, which is effective and operates in accordance with the market-oriented rules.
The company has one vote veto on the investment decision of the partnership.
7. Investment restrictions
Unless approved by the partners' meeting, the partnership shall not invest more than 100% in any single invested enterprise
The partnership shall not engage in short-term arbitrage or speculation such as trading tradable shares in the securities exchange market.
8. Income distribution
The distributable funds of the partnership from project disposal income, investment and operation income, temporary investment income and other cash income shall be preliminarily divided among all partners according to the proportion of paid in capital contribution. According to this division, the amount attributable to the general partner and the special limited partner shall be actually distributed to the general partner and the special limited partner, and the amount attributable to each other limited partner shall be actually distributed in the following order:
First, the paid in capital contribution shall be returned. 100% distribution to the limited partner until the total amount of income distribution obtained by the limited partner is equal to the total amount of paid in capital contribution paid to the partnership (the "first round distribution");
Then, the threshold income distribution. Distribution is made according to the following different situations ("threshold income", "second round distribution"):
① If after the first round of distribution mentioned above, the limited partner still has the remaining distributable capital, but the remaining distributable capital is less than the cumulative amount obtained by the corresponding paid in capital contribution of the limited partner at the interest rate of weighted annualized 8% (simple interest, excluding compound interest, the same below) (the calculation range refers to the period from the date of receipt of the paid in capital of the limited partner to the date of income distribution, the same below), Then all the remaining distributable funds shall be distributed to the limited partner;
② If after the first round of distribution, the limited partner still has the remaining distributable capital, and the remaining distributable capital exceeds the cumulative amount of the corresponding paid in capital contribution of the limited partner obtained at the weighted annualized interest rate of 8%, but is less than the cumulative amount of the corresponding paid in capital contribution of the limited partner obtained at the weighted annualized interest rate of 10%, After deducting the accumulated amount of the corresponding paid in capital contribution to the limited partner at the weighted annualized interest rate of 8%, all the remaining distributable funds shall be distributed to the general partner;
③ If after the first round of distribution, the limited partner still has the remaining distributable funds, and the remaining distributable funds exceed the cumulative amount obtained by the limited partner at the weighted annualized interest rate of 10% of the corresponding paid in capital contribution, Then, after deducting the accumulated amount obtained by the limited partner at the interest rate of 10% of the weighted annualized capital contribution, the remaining distributable funds will enter the next round of distribution according to the second case of this round of distribution.
Finally, excess return distribution. If the limited partner still has distributable funds after the first and second round of distribution, it will enter this round of distribution, that is, 20% of the remaining distributable funds will be distributed to the general partner, which will be paid directly by the partnership to the general partner, and the remaining 80% will be distributed to the limited partner.
9. Effectiveness and termination of the agreement
This Agreement shall come into force on the date when all partners jointly and effectively sign it, and shall remain in force until the partnership notes
