Securities code: 600089 securities abbreviation: Tbea Co.Ltd(600089) Announcement No.: pro 2022-008 Tbea Co.Ltd(600089) wholly owned subsidiary
Announcement on participating in the establishment of investment funds
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:
Name of investment object: China Southern Grid double carbon green energy (Guangzhou) private equity investment fund partnership (limited partnership) (hereinafter referred to as double carbon green energy fund, and the final name shall be subject to the industrial and commercial approval and registration)
Investment amount: the registered capital of double carbon green energy fund is 1.1 billion yuan, and the company’s wholly-owned subsidiary Tbea Co.Ltd(600089) Technology Investment Co., Ltd. (hereinafter referred to as technology investment company) subscribed 770 million yuan, accounting for 70%. Science and technology investment company is a limited partner and bears limited liability for the debts of the partnership.
Special risk tip: the establishment of double carbon green energy fund still needs industrial and commercial approval and registration and relevant fund filing procedures, so there are certain establishment risks. The projects invested by the dual carbon green energy fund have the risk of investment failure, investment income lower than expected or loss.
1、 Overview of foreign investment
(I) basic information of foreign investment
The wholly-owned subsidiary of the company, science and technology investment company, China Southern Power Grid Jianxin Fund Management Co., Ltd. (hereinafter referred to as China Southern Power Grid Jianxin Fund Management Co., Ltd.) and China Southern Power Grid Capital Holding Co., Ltd. (hereinafter referred to as China Southern Power Grid capital) established a dual carbon green energy fund to invest in green clean energy projects through the dual carbon green energy fund.
(II) approval
The above-mentioned participation in the establishment of investment fund has been deliberated and adopted at the second interim board meeting of the company in 2022 held on February 18, 2022, with 11 affirmative votes, 0 negative votes and 0 abstention votes.
The investment does not need to be deliberated by the general meeting of shareholders of the company, and the investment does not belong to the related party transactions and major asset restructuring of the company.
2、 Basic information of fund investors
1. Basic information of the general partner:
Company name: Nanwang Jianxin Fund Management Co., Ltd
Nature of enterprise: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
Registered address: No. 106, Fengze East Road, Nansha District, Guangzhou (self compiled Building 1) x1301-i2410
Main office location: 20 / F, No. 6, Huasui Road, Zhujiang New Town, Tianhe District, Guangzhou
Legal representative: Zhou Pengju
Registered capital: 100 million yuan
The equity structure of China Southern Network Jianxin fund management company is as follows:
Shareholder name registered capital (10000 yuan) shareholding ratio
China Southern Power Grid Capital Holding Co., Ltd. 5100.00 51%
CCB International (Shenzhen) Co., Ltd. 4900.00 49%
Total 10000.00 100%
Business scope: investment consulting services; Investment management services; Entrusted management of equity investment fund (specific business items shall be subject to the approval issued by the financial management department)
Development of main business in recent three years: China Southern Network Jianxin Fund Management Co., Ltd. has completed the registration of private fund manager in China securities investment fund industry association with registration number p1064211. It is the first Sino foreign joint venture equity investment management enterprise in Nansha free trade zone. The fund assets managed by China Southern Power Grid Jianxin Fund Management Co., Ltd. have exceeded 17 billion yuan. The funds under its management mainly invest in fields related to power grid operation, including upstream and downstream industry investment related to comprehensive energy, new energy development and power industry extension projects. In recent years, the fund managed by China Southern Power Grid Jianxin Fund Management Co., Ltd. has successfully invested in transportation energy infrastructure projects such as charging facilities and port power, as well as projects in the fields of digital power grid, comprehensive energy, energy conservation and environmental protection, IDC, high-end power equipment, new energy and energy conservation and environmental protection, science and technology service industry and new generation information technology.
The company has no relationship with China Southern Network Jianxin Fund Management Co., Ltd. in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc., and there is no affiliated relationship or other interest arrangement. China Southern Network Jianxin Fund Management Co., Ltd. does not directly or indirectly hold shares of the company, and there are no other arrangements with third parties that affect the interests of the company.
2. Basic information of limited partners
Company name: China Southern Power Grid Capital Holding Co., Ltd
Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered address: room 404-r31, No. 1, Mingzhu 1st Street, Hengli Town, Nansha District, Guangzhou, Guangdong
Building 6, Zhujiang New Town, Guangzhou
Legal representative: Zhou Pengju
Registered capital: 950 million yuan
Major shareholders and actual controllers:
Shareholder name registered capital (10000 yuan) shareholding ratio
China Southern Power Grid Corporation 950000.00 100%
Total 950000.00 100%
Business scope: equity investment, industrial investment, investment management and consulting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Development of main business in recent three years: China Southern Power Grid capital is a wholly-owned subsidiary of China Southern Power Grid Co., Ltd. (hereinafter referred to as China Southern Power Grid Corporation). It is the financial holding platform, capital operation platform, incubation development platform and financial investment platform of China Southern Power Grid Corporation. Its business scope covers equity investment, industrial investment, investment consulting, financial leasing Insurance brokerage and other fields. In recent years, China Southern Power Grid capital has closely focused on the development strategy of China Southern Power Grid Corporation in the new era, committed to providing customers with energy financial services and helping the transformation and development of power grid industry. The company has no relationship with China Southern Network Capital in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc; There is no affiliated relationship or other interest arrangement. China Southern network capital does not directly or indirectly hold shares of the company, and there are no other arrangements with third parties that affect the interests of the company.
3、 Basic information of investment object
Fund Name: China Southern Grid double carbon green energy (Guangzhou) private equity investment fund partnership (limited partnership) (the final name shall be subject to the industrial and commercial approval registration)
Organizational form: limited partnership
Fund manager: Nanwang Jianxin Fund Management Co., Ltd
Place of business: Room 403, No. 1, Mingzhu 1st Street, Hengli Town, Nansha District, Guangzhou r20-a120
Fund scale: subscribed capital of 1.1 billion yuan
Business scope: general items: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after the filing and registration of China Securities Investment Fund Industry Association) (in addition to licensed business, projects that are not prohibited or restricted by laws and regulations can be operated independently in accordance with the law).
The final approval shall be subject to the approval of relevant government agencies when the partnership is established.
Purpose of establishment: to invest within the investment scope agreed in this agreement by means of equity investment and investment in accordance with the law, so as to obtain capital appreciation income and create income for partners.
Investment scope: mainly invest in green and clean energy projects agreed by the investment decision-making committee (hereinafter referred to as the Investment Committee).
Business term: from the date of establishment of the double carbon green energy fund to the expiration of six (6) years after the signing of the partnership agreement. The date of establishment indicated in the business license is the date of establishment of the partnership.
4、 Main contents of partnership agreement
On February 18, 2022, science and technology investment company signed the partnership agreement of Nanwang double carbon green energy (Guangzhou) private equity investment fund partnership (limited partnership) (hereinafter referred to as the partnership agreement) with Nanwang Jianxin fund management company and Nanwang capital. The main contents of the agreement are as follows:
1. See “III. basic information of investment object” for the basic information of the partnership
2. Partners and their capital contributions
The total subscribed capital contribution of double carbon green energy fund shall not exceed 1.1 billion yuan, including one general partner and two limited partners:
Serial number name of investor identity subscribed capital contribution proportion of subscribed capital contribution
1. The general partner of Nanwang Jianxin Fund Management Co., Ltd. is RMB 01 million, 0.10%
2. The limited partner of China Southern Power Grid Capital Holding Co., Ltd. is 329 million yuan, 29.90%
3 Tbea Co.Ltd(600089) Technology Investment Co., Ltd. limited partner: RMB 770 million, 70.00%
100.00% of the total subscribed capital of RMB 1.1 billion
Note: the contribution of science and technology investment company shall be solved by the way of capital increase.
3. Capital contribution payment procedure
The fund adopts the subscription system, and the fund manager shall send the notice of capital contribution payment to the partners according to the fund operation. The specific time shall be subject to the notice of capital contribution payment sent to each fund investor in advance.
4. The executive partner and fund manager are China Southern Network Jianxin Fund Management Co., Ltd., and China Southern Network Jianxin Fund Management Co., Ltd. appoints LV Qimeng as its representative to carry out partnership affairs.
5. Investment decision making Committee
The dual carbon green energy fund shall set up an investment committee with 5 seats. The specific appointment arrangement shall be determined by a separate resolution of all partners’ meeting. The investment committee implements one person, one vote, and each member has the same voting right. If a partner wishes to replace the member appointed by him, he shall notify the manager in writing within 2 working days from the date of making the decision on replacement. The replacement of the member shall take effect from the date when the decision is sent to the manager.
6. Partnership fees and support
Partnership expenses include relevant expenses incurred in the process of establishment, foreign investment, operation, termination, dissolution and liquidation of the partnership (fund property). Unless unanimously agreed by all partners, during the operation period of the partnership, the total partnership expenses of other partnership enterprises, except management fees, shall not exceed a certain proportion of the actual investment amount; The part exceeding the above limit shall be agreed by all partners, otherwise the part exceeding the above limit shall be borne by the manager.
7. Profit distribution and loss bearing
The income obtained during the existence of the fund shall be distributed by China Southern Network Jianxin fund management company according to the resolutions of the partners’ meeting and the investment committee within 30 working days after the receipt of the fund. Before the distribution, the executive partner shall withdraw a reasonable amount to bear the expenses and other expenses of the partnership.
The losses of the fund shall be shared by all partners in proportion to their subscribed capital contributions, and the limited partners shall be limited to their subscribed capital contributions.
8. If a partner violates the partnership agreement, he shall be liable for breach of contract according to law. Where a dispute arises between partners in the performance of the partnership agreement, the partners may resolve it through consultation or mediation. If the dispute cannot be negotiated or mediated, each party has the right to submit it to the people’s court with jurisdiction in the place where the partnership is registered for settlement through litigation.
9. The partnership agreement shall come into force from the date of signing by all parties and shall be legally binding on all parties. 5、 Impact of foreign investment on the company
The 14th five year plan is a critical period and window period for reaching the peak of carbon. Building a clean, low-carbon, safe and efficient energy system and a new power system with new energy as the main body is a key step to achieve carbon neutrality. The new energy power generation industry has broad prospects. The company invests in the double carbon green energy fund. Through the double carbon green energy fund, the company invests in projects such as green and clean energy, which matches the company’s main business, which is conducive to the extension and development of the company’s industrial chain, promote the development of the company’s new energy industry, and achieve better economic benefits.
6、 Main risk analysis and Countermeasures of foreign investment
1. The establishment of double carbon green energy fund still needs industrial and commercial approval and registration and relevant fund filing procedures. There is a risk that the industrial and commercial registration of double carbon green energy fund is not approved or the fund filing is not passed.
Countermeasures: the partners of the dual carbon green energy fund will actively coordinate and cooperate with the industrial and commercial approval, registration and filing procedures, which is less risky.
2. Double carbon green energy fund may have the risk that the investment income of the invested project is lower than expected or loss.
Countermeasures: the dual carbon green energy fund will give full play to the role of the investment committee, strengthen the selection of investment projects, carry out detailed due diligence and other analysis on the proposed investment projects, and strive to achieve better returns.
It is hereby announced.
Document prepared by the board of directors on February 19, 2022 1. Tbea Co.Ltd(600089) resolution of the second interim board meeting in 2022 2 2. Partnership agreement of China Southern Grid double carbon green energy (Guangzhou) private equity investment fund partnership (limited partnership)