Stock Code: 600327 stock abbreviation: Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) Announcement No.: pro 2022-003 Wuxi Commercial Mansion Grand Orient Co.Ltd(600327)
Announcement on subscription of partnership shares and related party transactions
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 partnership to be invested and subscription share: Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) (hereinafter referred to as “the company”, “the company” and ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) “) intends to subscribe for the share of Shanghai Jidao Airlines new energy development partnership (limited partnership) (hereinafter referred to as “Jidao Airlines”) with its own funds as a limited partner (LP).
The general partner Shanghai junxianghai Aviation Development Co., Ltd. (hereinafter referred to as “junxianghai”) and the limited partner Shanghai Junyao Aviation Investment Co., Ltd. (hereinafter referred to as “Junyao Aviation Investment”) of the subject matter of this investment are related parties of the company. Therefore, this investment constitutes a related party transaction of joint investment, However, it does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
According to the articles of association and other relevant provisions, this foreign investment shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
Transaction risk warning: this investment needs to be submitted to the general meeting of shareholders for deliberation and approval; This investment is still in the stage of intention subscription, or there is a risk that the partnership agreement cannot be officially signed and come into force; After the relevant partnership agreement is signed and takes effect, the partnership may face the risk of termination of liquidation due to the failure to realize the actual investment business in the direction of relevant industries before the expiration of the investment period; In the process of investment, there may be uncertainties caused by macroeconomic impact, industrial policy, industrial environment, selection of investment target, operation and management of investment target company, transaction scheme, etc., which may lead to long investment return period and low liquidity; There may be risks that the investment object cannot achieve the expected income, or even the company, as the limited partner (LP) of the partnership, needs to bear losses within the limit of the subscribed capital contribution. As of the date of this announcement, no cooperation agreements such as strategic cooperation, market value management, financial consulting and business consulting have been found between the company and the partnership and other participants; Nor is there any competition between the company and relevant participants or in the same industry; Nor is there any transaction object directly or indirectly held or recommended by the interested party to be purchased; At the same time, based on the uncertainty and subsequent progress of various objective factors such as the partnership’s selection of specific target projects in the target industry, business negotiation and final investment, the company will timely fulfill its obligations of information disclosure according to relevant compliance requirements. Please make careful decisions and pay attention to investment risks.
Impact on the company’s performance in the current year: this subscription is still a financial investment. Up to now, it is expected that this investment will not have a significant impact on the company’s performance in the current period.
As of the date of the resolution of the board of directors to consider this proposal, the cumulative amount of related party transactions between the company and relevant related parties (“junxianghai” and “Junyao Aviation Investment”) in the past 12 months was about 0 yuan.
1、 Overview of this foreign investment
1. Basic information of foreign investment
“Jidao Airlines” is currently a partnership enterprise that plans to invest in the new energy industry under the “double carbon” background of carbon peak and carbon neutralization. As an important field to achieve the “double carbon” goal, the “new energy vehicle” is its key layout direction. At present, it has preliminarily prepared to form a cluster in the automotive industry in product, R & D, production and manufacturing, supply chain management The expert level team in the fields of marketing and services has the diversified background of traditional vehicles, new energy vehicles, intelligent Internet connection, intelligent driving, Internet and senior comprehensive operation ability.
Under the background that the global core economies have successively released the timetable for realizing “carbon neutrality”, especially the “double carbon” goals of “carbon peak in 2030” and “carbon neutrality in 2060”, based on the strategic prediction and layout of the company’s future sustainable development, and with the strong support of the controlling shareholders, In 2021, through the implementation of major asset sales and major asset restructuring, the controlling shareholder transferred relevant assets and stripped off the automobile sales and service business dominated by traditional fuel vehicles; At the same time, based on the direction of “big consumption” of the company’s dual main business strategy of “big consumption + big health”, the company continues to look for the transformation and development direction in line with its long-term focus on operation and its extension and expansion fields. As a limited partner (LP), the company intends to subscribe for the share of “Jidao Airlines” of RMB 60 million with its own funds. It is based on the expansion of future development opportunities in the field of green consumption such as new energy vehicles in the implementation of the above strategic direction, so as to share the future development space or investment value of new energy industries such as new energy vehicles.
2. This foreign investment constitutes a connected transaction
Mr. Wang junjin, the actual controller of the company, is the actual controller of the general partner “junxianghai” and the limited partner “Junyao Aviation Investment” of the investment target “jidaodao”. Therefore, “jidaodao” and “Junyao Aviation Investment” are the related parties of the company. This investment constitutes a connected transaction of joint investment.
3. This foreign investment does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies of the CSRC, and does not need to be approved by relevant departments.
2、 Basic information of all participants in this foreign investment
1. General partner
(1) Company name: Shanghai junxianghai Aviation Development Co., Ltd
(2) Enterprise type: other limited liability companies
(3) Address: room 37, 6 / F, No. 29-30, Lane 1775, Qiushan Road, Lingang xinpian District, China (Shanghai) pilot Free Trade Zone
(4) Legal representative: Wang junjin
(5) Registered capital: 50 million yuan
(6) Date of establishment: April 30, 2021
(7) Business term: April 30, 2021 to April 29, 2041
(8) Business scope: general projects: engaged in technology development, technology transfer, technical consultation and technical services in the field of aviation; Aviation business services; Aviation operation support services; business management; Information consulting services (excluding licensed information consulting services) (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
(9) Equity structure: Shanghai Junyao Aviation Investment Co., Ltd. holds 100%.
(10) Other relations with the listed company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.: Mr. Wang junjin, the actual controller of the company, is the actual controller of “junxianghai”; In addition to the above circumstances, “junxianghai” does not directly or indirectly hold the equity of ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) “. The directors, supervisors, senior managers of ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) ” and shareholders holding more than 5% of the shares of ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) ” do not serve in “junxianghai”, and it is not found that “junxianghai” has arrangements with ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) ” and third parties that affect the interests of the listed company.
2. Limited partners
(1) Name: Wuxi Commercial Mansion Grand Orient Co.Ltd(600327)
(2) Enterprise type: joint stock limited company (listed)
(3) Address: No. 343, Zhongshan Road, Wuxi City
(4) Legal representative: Gao Binghua
(5) Registered capital: 884779518 yuan
(6) Date of establishment: January 20, 1998
(7) Business term: January 20, 1998 to long term
(8) Business scope: Sales of food, gold and jewelry; Purchase of agricultural and sideline products; Retail of meat and eggs, aquatic products and clean vegetables; Food and Beverages; Comprehensive freight station (yard) (storage), road general cargo transportation; China Trade (if the state has special regulations, it shall be operated after going through the examination and approval procedures); Repair and restructuring of gold jewelry; Installation and maintenance of household appliances; Processing services of clothing and glasses; Commodity packaging; Rental of its own space; Economic information consulting services; Use our own media to design, produce and publish Chinese advertisements; Network technology consultation and transfer; Computer software development and sales; cosmetology; Parking service; Optometry and glasses service; Photography; Clock Repair; Retail of books, newspapers and periodicals, cigarettes and cigars (operated with a valid license); Entertainment business premises. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Licensed projects: Internet information services (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results)
3. Limited partners
(1) Company name: Shanghai Junyao Aviation Investment Co., Ltd
(2) Enterprise type: limited liability company (invested or controlled by natural person)
(3) Address: No. 789, Zhaojiabang Road, Xuhui District, Shanghai
(4) Legal representative: Wang junjin
(5) Registered capital: 108 million yuan
(6) Date of establishment: July 4, 2002
(7) Business term: July 4, 2002 to July 3, 2022
(8) Business scope: industrial investment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
(9) Ownership structure: Wenzhou Junyao Group Co., Ltd. holds 50%, Shanghai Junyao (Group Co., Ltd.) holds 27.13991%, Wang Han holds 14.09001%, Wang junjin holds 4.88705%, Wang Junhao holds 3.25803%, Wang Baodi holds 0.3125% and Wang Yingying holds 0.3125%.
(10) Other relations with the listed company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.: Mr. Wang junjin, the actual controller of the company, is the actual controller of “Junyao Aviation Investment”; In addition to the above circumstances, “Junyao Aviation Investment” does not directly or indirectly hold the equity of ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) “. The directors, supervisors, senior managers and shareholders holding more than 5% of the shares of ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) ” do not serve in “Junyao Aviation Investment”, and it is not found that “Junyao Aviation Investment” and ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) ” and third parties have arrangements that affect the interests of listed companies.
4. Limited partners
(1) Shanghai Tongrui Asset Management Co., Ltd
(2) Enterprise type: limited liability company (invested or controlled by natural person)
(3) Address: room 128-1, building 1, No. 4588, Honghai Road, Sanxing Town, Chongming District, Shanghai (Shanghai Sanxing economic community)
(4) Legal representative: Zhang Xiandong
(5) Registered capital: 10 million yuan
(6) Date of establishment: April 25, 2008
(7) Business term: April 25, 2008 to April 24, 2038
(8) Business scope: Asset Management (except equity investment and equity investment management), enterprise management consulting, project management consulting, investment consulting (all the above consulting except brokerage), sales of chemical raw materials and products (except hazardous chemicals, MCCs, fireworks and firecrackers, civil explosives, and toxic chemicals), plastic products, metal materials, and mineral products (except special items), Engaged in the import and export of goods and technology. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments].
(9) Equity structure: Zhang Xiandong holds 84.62% and Zhang Zhanwei holds 15.38%.
(10) Other relations with the property rights, business, assets, creditor’s rights and debts, personnel and other aspects of the listed company: Shanghai Ruitong Asset Management Co., Ltd. does not directly or indirectly hold the equity of ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) “, the directors, supervisors and senior managers of ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) ” and the shareholders holding more than 5% of the shares of ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) ” The controlling shareholder and the actual controller do not hold office in Shanghai Ruitong Asset Management Co., Ltd. and no arrangement affecting the interests of the listed company is found between Shanghai Ruitong Asset Management Co., Ltd. and ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) ” and the third party.
5. Limited partners
(1) Company name: Shanghai Rongyin Investment Co., Ltd
(2) Enterprise type: limited liability company (invested or controlled by natural person)
(3) Address: room 207, floor 2, building 19, Lane 1333, Jiangnan Avenue, Changxing Town, Chongming District, Shanghai (4) legal representative: Chen Zhangyin
(5) Registered capital: 100 million yuan
(6) Date of establishment: November 25, 2009
(7) Business term: November 25, 2009 to November 24, 2029
(8) Business scope: equity investment, equity investment management, industrial investment, investment management, asset management, investment consulting (except brokerage). [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments].
(9) Ownership structure: Baoxiniao Holding Co.Ltd(002154) Group Co., Ltd. holds 60%, Chen Yifan holds 20% and Chen Zhangyin holds 20%.
(10) Other relations with the property rights, business, assets, creditor’s rights and debts, personnel and other aspects of the listed company: Shanghai Rongyin Investment Co., Ltd. does not directly or indirectly hold the equity of ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) “. The directors, supervisors, senior managers of ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) ” and the shareholders, controlling shareholders and actual controllers holding more than 5% of the shares of ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) ” do not serve in Shanghai Rongyin Investment Co., Ltd, It is not found that Shanghai Rongyin Investment Co., Ltd. has arrangements with ” Wuxi Commercial Mansion Grand Orient Co.Ltd(600327) ” and third parties that affect the interests of listed companies.
6. Limited partners
(1) Company name: Shanghai Jingxing Renhe Zhiben Investment Management Co., Ltd
(2) Enterprise type: other limited liability companies
(3) Address: room 2048, zone J, floor 3, building 3, No. 8, Xiushan Road, Chengqiao Town, Chongming District, Shanghai (Shanghai Chongming Industrial Park)
(4) Legal representative: Zhou Wensheng
(5) Registered capital: 50.4 million yuan
(6) Date of establishment: February 6, 2013
(7) Business term: February 6, 2013 to February 5, 2033
(8) Business scope: asset management, industrial investment
