Securities code: 688625 securities abbreviation: Gch Technology Co.Ltd(688625) Announcement No.: 2022-003 Gch Technology Co.Ltd(688625)
Announcement on the company's participation in investment funds 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Name of investment fund: Suzhou guyudingruo equity investment partnership (limited partnership) (hereinafter referred to as "target fund" or "the fund");
Investment field: the subject fund is currently investing in the following industrial fields: smart logistics supply chain, ton UAV transportation and manufacturing enterprises, isostatic graphite materials, smart map, biopharmaceutical, semiconductor, industrial supply chain, communication technology and other industries. It will continue to focus on the supply chain field in the future, Including but not limited to the chemical material supply chain field that the company focuses on and the companies with advanced technology in the key construction industries of the 14th five year plan;
Investment purpose: the company hopes to use its own funds to invest in the target fund, improve the operation level of the company's assets and improve the efficiency of the use of funds on the premise of ensuring the stable operation of its main business and the relatively controllable risk of capital investment; At the same time, we hope to further broaden the M & A channels through the invested projects of the invested funds, and more effectively explore high-quality projects that match the company's strategic development or can produce synergy, so as to enhance the company's comprehensive competitive strength;
Situation of the underlying fund: the underlying fund completed its industrial and commercial registration in October 2020 and the filing of China Securities Investment Fund Association (filing No.: sne421) on January 8, 2021. The target scale of the underlying fund is about RMB 3 billion. According to the fund subscription agreement, the term of the fund is calculated from the date of initial delivery (i.e. December 15, 2020), The first three years are the investment period of the project, and the last two years are the exit period of the project. The withdrawal period of the company's investment target fund will end in December 2025;
Proposed investment amount: Gch Technology Co.Ltd(688625) (hereinafter referred to as " Gch Technology Co.Ltd(688625) " or "the company") intends to participate in the investment of the target fund with its own funds as a limited partner. The subscribed capital contribution of the company shall not exceed RMB 100 million, and the initial subscribed capital contribution shall be RMB 70 million, and the cumulative proportion shall not exceed 5% of the total subscribed capital of the final fund. The fund scale shall be subject to the final raised amount, and the proportion of shares held by the company shall be finally determined by the fund scale. The pricing of this investment mainly follows the principle of fairness and rationality. The company and other investors subscribe the fund shares of the investment fund in cash, and determine the proportion of shares held in the investment fund according to their respective contribution proportion. The investment pricing follows the principles of openness, fairness, impartiality and market-oriented pricing, and will not damage the interests of the company and shareholders; This transaction involves joint investment with related parties, which constitutes a related party transaction, but does not constitute a major asset reorganization. There are no major legal obstacles to the implementation of this transaction;
This transaction has been deliberated and approved by the 14th meeting of the second board of directors and the 14th meeting of the second board of supervisors, and needs to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company have expressed their consent opinions on this matter, and the recommendation institution has issued its consent verification opinions. This transaction needs to go through the industrial and commercial registration procedures according to the specified procedures;
Impact of financial status: by the end of 2021, the company's asset liability ratio was 21.51%, and the company's liquidity risk was low. The company's bank deposit balance was RMB 666.95 million, and the bank deposit balance excluding raised funds was RMB 244.42 million. Up to now, the company's Bank credit line is RMB 360 million, the existing bank loan is RMB 60.35 million, and the commercial credit is good (the above data has not been audited). Therefore, this investment will not have a material impact on the company's operating cash flow, will not cause capital pressure on the company's existing business development, and will not affect the normal operation of the company's production and operation activities;
Risk tips:
（1） The project investment is affected by multiple factors such as macro-economy, industry cycle, investment object, transaction scheme and operation and management of investment object, and there may be a risk that the investment income is less than expected. The company will pay close attention to the operation and management of the underlying fund and the implementation process of investment projects to reduce investment risks;
（2） The target fund is mainly engaged in equity investment business, which has the characteristics of long investment cycle and low liquidity. There are risks such as failure to find a suitable investment target company and extension of investment payback cycle; After the establishment and operation of the fund, the subsequent investment process will be affected by many factors, such as relevant policies, macro-economy, industry cycle, profitability of investment projects, exploration of investment projects, due diligence, project operation and exit. There may be investment strategy decision-making risks, information asymmetry in the process of investment implementation Financial risk of capital and the risk of failure to achieve expected income or loss; There are other risk factors in fund operation, such as management risk, credit risk, operation and technology risk. The company will continue to pay attention to the follow-up promotion of the underlying fund and fulfill the follow-up disclosure obligation in time; (III) the subscribed capital contribution of the company this time shall not exceed RMB 100 million, and the subscribed capital contribution for the first time shall be RMB 70 million. As a limited partner of the fund, the investment risk exposure undertaken shall not exceed the capital contribution of the company; The company expects that this investment will not have a significant impact on the operating performance in 2022, and there is no damage to the interests of shareholders of the listed company;
Although this capital contribution will not cause great capital pressure on the company's existing business, if the subsequent decline of the company's financing capacity or bank credit problems will have an adverse impact on the company's capital turnover and daily operation, and the company may face liquidity risk caused by the capital use cycle. The company will timely perform the obligation of information disclosure in accordance with the requirements of relevant rules;
(IV) the target fund mainly invests in the supply chain field, including but not limited to the chemical material supply chain field that the company focuses on and the companies with advanced technology in the key construction industries of the 14th five year plan. From the perspective of interests, the company focuses on possible industrial synergy opportunities, and the fund pays more attention to income. To a certain extent, the two are consistent, but there may be conflicts of interests. After the company's contribution, it has no decision-making power and direct influence on the investment decision of the fund. Once there is a conflict of interest, it may damage the interests of the company and fail to effectively explore high-quality projects that have synergistic effects with the company. Please invest carefully and take precautions against investment risks.
On February 23, 2022, the company held the 14th meeting of the second board of directors and the 14th meeting of the second board of supervisors, deliberated and adopted the proposal on the company's participation in investment funds and related party transactions. The relevant matters are hereby announced as follows:
1、 Overview of foreign investment and related party transactions
(I) transaction overview
At present, the target fund's investment projects mainly involve industries such as smart logistics supply chain, ton UAV transportation and manufacturing enterprises, isostatic graphite materials, smart map, biopharmaceutical, semiconductor, industrial supply chain, communication technology and so on. In the future, it will continue to focus on the field of supply chain, Including but not limited to the chemical material supply chain field that the company focuses on and the companies with advanced technology in the key construction industries in the 14th five year plan.
The company hopes to use its own funds to invest in the target fund, improve the operation level of the company's assets and improve the efficiency of the use of funds on the premise of ensuring the stable operation of its main business and the relatively controllable risk of capital investment; At the same time, we hope to further broaden the M & A channels through the invested projects of the invested funds, and more effectively explore high-quality projects that match the company's strategic development or can produce synergy, so as to enhance the company's comprehensive competitive strength.
After the deliberation and approval of the 14th meeting of the second board of directors, the company intends to participate in the investment of the target fund with its own funds as a limited partner, with a subscribed capital of no more than RMB 100 million and an initial subscribed capital of RMB 70 million, accounting for no more than 5% of the total subscribed capital of the final fund. The fund scale shall be subject to the final raised amount, and the proportion of shares held by the company shall be finally determined by the fund scale.
The industrial and commercial registration of the underlying fund was completed in October 2020 and the filing of China Securities Investment Fund Industry Association (filing No.: sne421) was completed on January 8, 2021. The target scale of the underlying fund is about RMB 3 billion. According to the fund subscription agreement, the term of the fund is calculated from the date of the first delivery (i.e. December 15, 2020), and the first three years are the investment period of the project, The last two years are the withdrawal period of the project. The withdrawal period of the company's investment target fund will end in December 2025.
(II) overview of relationship
The general partner of the subject fund invested by the company this time is Suzhou Guyu HaoChen equity investment management partnership (limited partnership) (hereinafter referred to as "HaoChen equity management"), and Lin zheying indirectly holds about 80% of the shares of HaoChen equity management, and is the actual controller of the general partner of the subject fund. In addition, Lin zheying holds more than 90% of the shares of the fund manager "Suzhou Guyu Haoting private equity fund management partnership (limited partnership)" (hereinafter referred to as "Haoting private equity management"), and is the actual controller of Haoting private equity management. Lin zheying is the outgoing director of the company who has left office for less than 12 months. His family members indirectly hold 13.37% of the company's total share capital through the company's shareholder Shanghai Kehui Investment Management Co., Ltd. Therefore, Lin zheying, HaoChen equity management and Haoting private placement management are related parties of the company. Gch Technology Co.Ltd(688625) and related party HaoChen equity management jointly invest in the fund, forming a related party transaction. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
(III) related party transactions in the past 12 months
As of this related party transaction, no similar related party transaction has occurred between the company and the above related parties or with other related parties in the past 12 months. Except for this joint investment, the company has no other related party transactions with the above related parties in the past 12 months.
(IV) the listed company does not have any contingent obligations to other investors, such as guaranteed income, exit guarantee, etc.
(V) decision making and approval procedures
The audit committee and Strategy Committee of the second board of directors of the company reviewed and approved the transaction and issued audit opinions. The 14th meeting of the second board of directors and the 14th meeting of the second board of supervisors deliberated and adopted the proposal on the company's participation in investment funds and related party transactions, which needs to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company have expressed their consent opinions on this matter, and the recommendation institution has issued its consent verification opinions. 2、 Basic information of related parties
(I) description of association relationship
Lin zheying is the outgoing director of the company who has left office for less than 12 months. His family members indirectly hold 13.37% of the company's total share capital through the company's shareholder Shanghai Kehui Investment Management Co., Ltd. Lin zheying indirectly holds about 80% of the shares of HaoChen equity management, the general partner of the fund, and is the actual controller of HaoChen equity management. In addition, Lin zheying holds more than 90% of the shares of Haoting private placement management, the fund manager, and is the actual controller of Haoting private placement management. Therefore, Lin zheying, HaoChen equity management and Haoting private placement management are related parties of the company. Gch Technology Co.Ltd(688625) and related party HaoChen equity management jointly invest in the fund, forming a related party transaction.
(II) description of related parties
1. Basic information of HaoChen equity management:
Name of general partner of the underlying fund: Suzhou guyuhaochen equity investment management partnership (limited partnership)
Unified social credit code 91320583ma21mbpb03
Type: limited partnership
Registered address: floor 5, building B2, zone B, headquarters financial Park, No. 15, Jinyang Road, Huaqiao Economic Development Zone, Kunshan City
Executive partner Tianjin dingruo Investment Center (limited partnership)
The registered capital is 30 million yuan
Date of establishment: June 3, 2020
Business scope: general items: private equity investment, investment management Asset management and other activities (business activities can be carried out only after the China Securities Investment Fund Association completes the filing and registration) (except for the projects that must be approved according to law, business activities can be carried out independently according to law with the business license)
Structure chart of HaoChen equity management:
2. Basic information of Haoting private placement management
Name of the underlying fund manager: Suzhou guyuhaoting private equity fund management partnership (limited partnership)
Unified social credit code 913205940782736318
Type: limited partnership
Registered address: floor 5, building B2, zone B, headquarters financial Park, No. 15, Jinyang Road, Huaqiao Economic Development Zone, Kunshan City
Executive partner Suzhou Guyu Equity Investment Management Co., Ltd
The registered capital is 30 million yuan
Date of establishment: September 23, 2013
Business scope: entrusted management of equity investment enterprises, investment management and related consulting services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
