Securities code: 300018 securities abbreviation: Wuhan Zhongyuan Huadian Science And Technology Co.Ltd(300018) Announcement No.: 2022-006 Wuhan Zhongyuan Huadian Science And Technology Co.Ltd(300018)
Announcement on joint investment and fund establishment with professional 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. 1、 Overview of foreign investment
1. Basic information
Wuhan Zhongyuan Huadian Science And Technology Co.Ltd(300018) (hereinafter referred to as “the company”) signed the limited partnership agreement of Wuhan Jinpu Yuncheng equity investment fund partnership (limited partnership) (hereinafter referred to as “the partnership agreement”) on December 25, 2021. As a limited partner, it will invest no more than 20 million yuan with its own funds with Shanghai Jinpu kunwen Investment Management Co., Ltd Wuhan Wenzheng Jiankun Investment Center (limited partnership), Wuhan Yuncheng asset consulting partnership (limited partnership) and Hubei Qianjiang Jianghe medical materials Co., Ltd. jointly funded the establishment of Wuhan Jinpu Yuncheng equity investment fund partnership (limited partnership). At present, the fund has obtained the business license issued by the market supervision and Administration Bureau of Wuhan East Lake New Technology Development Zone, The registration information is as follows: Enterprise Name: Wuhan Jinpu Yuncheng equity investment fund partnership (limited partnership)
Executive partner: Shanghai Jinpu kunwen Investment Management Co., Ltd
Date of establishment: December 30, 2021
Unified social credit Code: 91420100ma7f4p476n
Type: limited partnership
Main business premises: room 1102-01, 11th floor, building 27, Wuhan Science and Technology Park, No. 7 Digital China Group Co.Ltd(000034) first financial Port Road, Wuhan East Lake New Technology Development Zone (Wuhan area of free trade zone)
Business scope: general items: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can be carried out only after the registration and filing of China Securities Investment Fund Association); Venture capital (limited to investment in unlisted enterprises) (except for permitted business, it can independently operate projects not prohibited or restricted by laws and regulations)
2. This foreign investment does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
3. This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
4. Wuhan Jinpu Yuncheng equity investment fund partnership (limited partnership) still needs to complete the filing procedures with China Securities Investment Fund Industry Association. 2、 Basic information of partners
(I) general partner
1. Shanghai Jinpu kunwen Investment Management Co., Ltd
Name: Shanghai Jinpu kunwen Investment Management Co., Ltd
Unified social credit Code: 91310000ma1fl4aq4h
Type: limited liability company (invested or controlled by natural person)
Registered capital: 10 million yuan
Legal representative: LV Houjun
Address: room 203-1, No. 1313, zhuanxing East Road, Minhang District, Shanghai
Date of establishment: August 2, 2017
Business scope: investment management, investment consulting, asset management, equity investment management. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Actual controller: Jinpu Industrial Investment Fund Management Co., Ltd
2. Wuhan Wenzheng Jiankun Investment Center (limited partnership)
Name: Wuhan Wenzheng Jiankun Investment Center (limited partnership)
Unified social credit Code: 91420100ma7dkmk759
Type: limited partnership
Executive partner: Xue Feng
Limited partner: Li Jun
Main business premises: room 1103, 11th floor, building 27, Wuhan Science and Technology Park, No. 7, first financial Port Road, East Lake New Technology Development Zone, Wuhan (Wuhan area of free trade zone)
Date of establishment: December 17, 2021
Business scope: general items: financial consultation; Information consulting services (excluding licensed information consulting services); Enterprise management consulting; Venture capital (limited to investment in unlisted enterprises); Enterprise management (except for projects subject to approval according to law, carry out business activities independently according to law with business license) (II) limited partners
1. Wuhan Yuncheng asset consulting partnership (limited partnership)
Name of partnership: Wuhan Yuncheng asset Consulting Co., Ltd
Unified social credit Code: 91420100ma4f48j969
Type: limited partnership
Executive partner: Chen Jingwei
Limited partner: Wu Xinyi
Main business premises: room 2218, room 01, unit 1, building 10 (original 3), Guanggu Chuangye street, Dongxin Road, Wuhan East Lake New Technology Development Zone (Wuhan area of free trade zone)
Date of establishment: November 5, 2021
Business scope: general items: asset management services invested by self owned funds Engage in investment activities with its own funds (the above do not include projects restricted and prohibited by national laws and regulations and the decision of the State Council, and funds shall not be publicly raised and issued in any way) (the above shall not engage in absorbing public deposits or absorbing public deposits in a disguised form, and shall not engage in financial businesses such as issuing loans); Socio economic advisory services; Information consulting services (excluding licensed information consulting services); Enterprise management consulting; Venture capital (limited to investment in unlisted enterprises) (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
2. Hubei Qianjiang Jianghe Medical Material Co., Ltd
Name: Hubei Qianjiang Jianghe medical materials Co., Ltd
Unified social credit Code: 914290051836675600
Type: limited liability company (invested or controlled by natural person)
Registered capital: 25 million yuan
Legal representative: Wang Zhongxiao
Address: Yuan Guanglu, Qianjiang Garden Office
Date of establishment: October 10, 2001
Business scope: licensed items: production of class II medical devices; Production of class III medical devices; Class III medical device business; Production of sanitary products and disposable medical products; Disinfectant production (excluding hazardous chemicals); Production of disinfection instruments; Disinfection equipment sales; Cosmetics production; Sales of health food; Internet information services; Medical device Internet information service; Internet live broadcasting service (excluding news information service, online performance and online audio-visual program); Import and export of goods; Technology import and export; Import and export agency; Road cargo transportation (excluding dangerous goods) (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 items shall be subject to the approval documents or licenses of relevant departments) general items: production of class I medical devices; Sales of class I medical devices; Sales of class II medical devices; Sales of sanitary supplies and disposable medical supplies; Sales of disinfectants (excluding hazardous chemicals); Professional cleaning, cleaning and disinfection services; Wholesale of cosmetics; Cosmetics retail; Sales of maternal and infant supplies; Manufacturing of maternal and infant products; Sales of daily necessities; Production of labor protection articles; Sales of labor protection articles; Production of special labor protection articles; Sales of special labor protection articles; Manufacturing of household textile products; Sales of knitwear, textiles and raw materials; Manufacture of knitted or crocheted fabrics and their products; Fabric textile processing; Production of industrial textile products; Sales of industrial textile products; Manufacturing of medical packaging materials; Sales of packaging materials and products; Internet sales (except sales of goods requiring license); Information consulting services (excluding licensed information consulting services); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; China trade agency; Primary Shenzhen Agricultural Products Group Co.Ltd(000061) acquisition; Cotton purchase; Non residential real estate leasing; Actual controller of warehousing equipment leasing service (except for licensed business, it can independently operate projects not prohibited or restricted by laws and regulations): Wang Jun holds 30% shares as the largest shareholder, and Wang Jun and her family are the actual controllers.
3、 Description of related relationship or other interest relationship
The above-mentioned partners have no relationship or interest arrangement with the company, no relationship or interest arrangement with the actual controller of the company, shareholders holding more than 5%, directors, supervisors and senior managers, and do not hold the shares of the listed company directly or indirectly. There is no concerted action relationship among the partners.
4、 Basic information of investment fund and signing agreement
1. Fund Name: Wuhan Jinpu Yuncheng equity investment fund partnership (limited partnership) (hereinafter referred to as “the partnership”)
2. Fund scale: the current subscription scale is 121.0 million yuan.
3. Form of organization: Partnership
4. Mode of contribution: contribution in cash in RMB.
5. Progress of capital contribution: up to now, all partners have not made capital contribution.
The partner shall pay according to the amount and date of the payment notice issued by the executive partner.
Within 18 months from the beginning of the investment period of the fund, each limited partner may increase the subscribed capital contribution. The limited partner who increases the capital shall make up the 2% management fee corresponding to the new capital contribution from the beginning of the investment period, and pay the interest from the beginning of the investment period to the actual payment date at the annual interest rate of 8% of the new capital contribution.
6. Duration: calculated from the date of establishment, the duration is 5 years. It includes investment period, management period and exit period. The first delivery date listed in the first payment notice sent by the executive partner to the initiating limited partner (issued by the executive partner after the opening of the bank account of the partnership) is the starting date of the investment period.
The investment period of the partnership starts from the first settlement date and ends on the first of the following: (1) the third anniversary of the first settlement date; Or (2) the date on which the total subscribed capital contribution (except the subscribed capital contribution of the defaulting partner) is fully used (including the reasonable reservation made for the purpose of paying the fund expenses required to be paid until the expiration of the duration, paying the investment projects approved by the investment decision-making committee during the investment period or making additional investment in the existing investment projects); (3) The executive partner’s termination event occurs and the replacement executive partner fails to emerge as agreed; (4) The limited partners holding 85% of the limited partnership interests decide to terminate the investment period. The period from the end of the investment period to the expiration of the duration is the management and exit period. The partnership shall not participate in any investment project except for the duration activities. 7. Exit mechanism
To select the applicable exit strategy according to law, including but not limited to:
(1) Listing: the invested enterprise is listed in China (IPO), and the partnership sells the shares of the listed company;
(2) Transfer of equity and / or usufruct: transfer all or part of the equity / usufruct to the shareholders of the invested enterprise or other appropriate investors;
(3) Selling enterprise: selling the whole invested enterprise to domestic or overseas third parties together with all other shareholders of the invested enterprise;
(4) Repurchase: the invested enterprise or its original shareholders repurchase the rights and interests owned by the partnership; (5) Share exchange: the equity of the partnership in the invested enterprise may be sold to a listed company in exchange for the shares of the listed company;
(6) Liquidation: liquidation of the invested enterprise; And other methods deemed appropriate by the partners’ meeting.
8. Accounting treatment of funds by listed companies: confirm and measure according to the accounting standards for Business Enterprises No. 22 – financial instruments, and conduct accounting treatment.
9. Investment direction: focus on digital new economy, new energy and other related industries.
10. Subscribed capital contribution
Partner’s name partner’s type of subscribed capital contribution accounting for subscribed capital contribution
Proportion of total amount (10000 yuan)
General partner of Shanghai Jinpu kunwen Investment Management Co., Ltd. 10.00 0.09%
Wuhan Wenzheng Jiankun Investment Center (limited partnership) general partner 200.00 1.78%
Wuhan Yuncheng asset consulting partnership (limited partners 8000.00 71.36%)
Wuhan Zhongyuan Huadian Science And Technology Co.Ltd(300018) limited partner 2000.00 17.84%
Hubei Qianjiang he medical materials Co., Ltd. limited partner 1000.00 8.92%
Total 11210.00 100%
(1) Manager and management team
All partners unanimously agree to appoint Shanghai Jinpu kunwen Investment Management Co., Ltd. as the manager of the partnership to be responsible for the investment, management and operation of the partnership, including but not limited to nominating members of the investment decision-making committee, investigating, analyzing, designing transaction structure and negotiation on investment objectives, and monitoring and managing the invested company, Formulate and implement investment exit plans and other matters related to the management and operation of the partnership. The team members of the manager include Xue Feng, Li Jun and other professionals subsequently employed by the manager. The manager signs the management agreement with the partnership and the executive partner and collects management fees from the partnership.
(2) Investment decision making Committee
The partnership has an investment decision-making committee composed of three full-time members. The members of the investment decision-making committee shall be appointed and removed by the executive partner, of which Shanghai Jinpu kunwen Investment Management Co., Ltd. has the right to nominate one member, Jinpu Industrial Investment Fund Management Co., Ltd., the shareholder of the fund manager, has the right to nominate one member, and Wuhan Yuncheng asset consulting partnership (limited partnership) has the right to nominate one member.
The investment decision-making committee is responsible for reviewing and making decisions on the investment projects (and their withdrawal) submitted by the management team. Any of the partnership
