Securities code: 300942 securities abbreviation: Shenzhen Bioeasy Biotechnology Co.Ltd(300942) Announcement No.: 2022-012 Shenzhen Bioeasy Biotechnology Co.Ltd(300942)
Announcement on cooperative investment with professional investment institutions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions. Special tips:
1. This investment does not constitute horizontal competition and related party transactions, nor does it constitute a major asset reorganization. According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules and Shenzhen Stock Exchange listed company self regulatory guidelines No. 7 – transactions and related party transactions, this investment is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
2. The matter still needs industrial and commercial registration and fund filing. The cooperative parties jointly funded and initiated the establishment of the industrial investment fund, which has a long investment cycle. In the process of operation, it may be affected by many factors such as macro-economy, industry cycle, investment target, transaction scheme and so on, resulting in uncertain risks in the overall income level of the industrial investment fund. Please make prudent investment decisions and pay attention to investment risks.
1、 Overview of this investment
Shenzhen Bioeasy Biotechnology Co.Ltd(300942) (hereinafter referred to as “the company”) held the 10th meeting of the second board of directors and the 10th meeting of the second board of supervisors on February 25, 2022, and deliberated and adopted the proposal on cooperative investment with professional investment institutions. In order to make better use of the strength and resource advantages of professional investment institutions, carry out the industrial layout related to the company’s business and improve the company’s comprehensive competitiveness, It is agreed that the company, Shenzhen Ruihai private equity investment fund management Co., Ltd. (hereinafter referred to as “Ruihai investment”) and natural persons Zhou Jinquan and Lu Ye cooperate to establish Shenzhen Zhengrui investment partnership (limited partnership) (tentative name, subject to industrial and commercial approval, hereinafter referred to as “partnership”). The initial scale of the partnership is RMB 100 million, The general partner and fund manager invest for Ruihai. As a limited partner, the company subscribed capital contribution of 89 million yuan, accounting for 89%, and the capital contribution method is its own capital in currency.
Shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares shall not participate in the subscription of fund units. There is no horizontal competition in this investment, which does not constitute a connected transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of partners
(I) general partner, executive partner and manager
1. Name: Shenzhen Ruihai private equity investment fund management Co., Ltd
2. Unified social credit Code: 91440300ma5h3bjt6n
3. Registered capital: 10 million yuan
4. Company type: limited liability company
5. Legal representative: Guo Zhe
6. Date of establishment: November 24, 2021
7. Registered address: 421 8, floor 4, rongqun building, Longguan East Road, Yucui community, Longhua street, Longhua District, Shenzhen. Business scope: general business items: private equity investment fund management and venture capital fund management services (business activities can be carried out only after the registration and filing of China Securities Investment Fund Association). (except for the items subject to approval according to law, the business activities shall be carried out independently according to law with the business license). The licensed business items are: none.
9. Shareholders:
No. shareholding ratio of shareholders subscribed capital contribution (10000 yuan)
1 Guo zhe 45% 450
2 weeks Shouan 35% 350
3 Shenzhen Bioeasy Biotechnology Co.Ltd(300942) 20% 200
Total 100% 1000
10. Actual controller: Guo Zhe
11. Main investment fields: mainly invest in strategic emerging industries such as biomedicine and great health
12. Fund filing: according to relevant laws and regulations, Ruihai investment is currently applying to China Securities Investment Fund Industry Association for the registration of private fund managers.
(II) limited partners
The basic information of other limited partners other than the company is as follows:
1. Zhou Jinquan
ID number: 11010819******
Address: Shenzhen, Guangdong Province
2. Lu Ye
ID number: 31011219******
Address: Minhang District, Shanghai
(III) description of related relationship or other interest relationship
The company holds 20% shares of Ruihai investment. In addition, the above-mentioned partners have no relationship or interest arrangement with the controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers of the company, have no concerted action relationship with other investors participating in the establishment of the partnership, and do not hold the shares of the company directly or indirectly.
3、 Basic information of the partnership
1. Name: Shenzhen Zhengrui investment partnership (limited partnership) (tentative name, subject to industrial and commercial approval) 2. Scale: RMB 100 million
3. Organizational form: limited partnership
4. Executive partner: Shenzhen Ruihai private equity investment fund management Co., Ltd
5. Mode of capital contribution: each partner subscribes capital contribution in currency
6. Capital contribution subscribed by partners:
Partner name type subscribed capital contribution proportion (10000 yuan)
General partner of Shenzhen Ruihai private equity investment fund management Co., Ltd. 100 1%
Shenzhen Bioeasy Biotechnology Co.Ltd(300942) limited partner 8900 89%
Zhou Jinquan limited partner 900 9%
Lu Ye limited partner 100 1%
Total 10000 100%
7. Progress of capital contribution: each partner shall pay the subscribed capital contribution in installments.
After the general partner completes the registration procedures of private fund manager of China Securities Investment Fund Industry Association, the general partner sends the notice of initial capital contribution to the limited partners. After the initial capital contribution is paid, the general partner shall send a follow-up payment notice to the limited partners according to the actual progress of investment and the use of funds. The specific time and amount of the paid in capital contribution of the limited partners to the partnership shall be determined according to the notice of capital contribution issued by the general partner.
8. Duration: the duration of the partnership is seven years, including five years of investment and two years of withdrawal. According to the business needs of the limited partnership, if an effective resolution is made by the partners’ meeting, the limited partnership may liquidate in advance or extend the business term.
9. Accounting treatment method: the partnership enterprise establishes accounts and accounts independently. The executive partner shall keep complete accounting accounts and vouchers and prepare accounting statements.
10. Investment direction: it mainly invests in strategic emerging industries such as biomedicine and great health. The investment field mainly focuses on the target enterprises upstream and downstream of the industrial chain related to the strategic layout of the main partners and with synergistic effects.
4、 Management mode of partnership
(I) management and decision-making mechanism
All partners agreed to set up an investment decision-making committee to be responsible for matters related to foreign investment and capital operation. The investment decision-making committee is the only investment decision-making body of the partnership. All external investments of the partnership, the operation and disposal of partnership assets can be made only after being deliberated and approved by two-thirds (including) of the votes of the investment decision-making committee.
The investment decision-making committee is composed of three members, all of whom are nominated by the executive partner and need to be appointed with the unanimous consent of all partners. The term of office of the members shall be consistent with the duration of the partnership. If any member of the investment decision-making committee resigns or ceases to serve as a member of the investment decision-making committee at the request of its appointing party, the original appointing authority may appoint another member to take over, which does not need to be reviewed by the general meeting of partners.
After the investment decision-making committee makes a resolution on the matters of the partnership, the executive partner shall be responsible for handling the specific matters.
(II) managers and their expenses
All partners agreed to entrust Ruihai investment as the fund manager.
With respect to the execution and management of partnership affairs by the fund manager, the partnership shall pay management fees to the fund manager. The management rate is 2% per year, which is paid on an annual basis based on the total paid in capital contribution of all partners. The management fee to be withdrawn every year = the total amount of capital contribution paid in by all partners on the withdrawal date × 2%。
If the partnership indirectly invests in the underlying objects by investing in other private equity fund products, it may incur management fees charged by other private equity funds.
(III) cooperative status, rights and obligations of each partner
All partners unanimously agree that the general partner has the exclusive and exclusive right to execute the partnership. All partners unanimously agree to appoint Ruihai investment, the general partner, as the executive partner of the partnership by signing the partnership agreement. The representative appointed by the executive partner is Guo Zhe, who is responsible for the implementation of specific partnership affairs. All acts of the executive partner and his appointed representative for the execution of the partnership firm shall be binding on the partnership.
Limited partners shall be liable for the debts of the partnership to the extent of their subscribed capital contributions. Unless otherwise expressly agreed in the agreement, limited partners shall not carry out partnership affairs and shall not represent the partnership externally. No limited partner shall sign documents on behalf of the partnership or engage in other acts that bind the partnership. The exercise of limited partner rights by limited partners in accordance with the partnership law and the agreement shall not be deemed to constitute the limited partners’ participation in the management or control of the investment business or other activities of the partnership, resulting in the limited partners being recognized as the general partners who need to bear joint and several liability for the debts of the partnership in accordance with the law or other provisions. (IV) income distribution and loss sharing mechanism
1. Profit distribution
The cash income obtained by the limited partnership shall be distributed to the general partner and the limited partner according to the proportion of paid in capital contribution until the cumulative amount of paid in capital contribution is reached, and then distributed according to the following distribution methods: (1) if the average annual return on investment of the withdrawn project is greater than or equal to 10%, Then 20% of the distributable cash income after deducting the paid in capital contribution of the general partner and the limited partner shall be distributed to the general partner, and 80% shall be distributed according to the proportion of capital contribution of the general partner and the limited partner; (2) If the average annual return on investment of the withdrawn project is less than 10% but greater than or equal to 8%, the limited partners have the priority to share the investment income of the withdrawn project according to the return of 8% of the average annual return on investment, and all the remaining income belongs to the general partner: the income of the aforesaid limited partners = the paid in capital contribution of the limited partners * 8% * y / 365, Where is the number of days from the date when the limited partner pays the capital contribution to the limited partnership to the date of this distribution. If the limited partner pays the capital contribution in installments, the income shall be calculated separately; (3) If the average annual return on investment of the project is less than 8%. The distributable cash income shall be distributed by the general partner and the limited partner according to the proportion of the paid in capital after deducting the paid in capital contribution of the general partner and the limited partner.
2. Loss sharing:
The losses of the partnership shall be borne by all partners in accordance with the amount of their paid in capital contribution. Limited partners shall be liable for the debts of the partnership to the extent of their subscribed capital contributions in the partnership; The general partner shall bear unlimited joint and several liability for the debts of the partnership.
(V) exit mechanism
The exit ways of partnership investment include but are not limited to the following ways:
(1) The partnership shall assist the invested enterprise to sell its shares of the listed company and exit after its direct or indirect initial public offering and listing within or outside China; (2) The partnership shall assist the invested enterprise to sell its shares or equity of the listed company after listing in the National SME share transfer system and various regional property rights exchanges; (3) The partnership directly transfers the equity, capital contribution share, assets or economic rights and interests of the invested enterprise’s R & D projects to realize exit; (4) After the dissolution and liquidation of the invested enterprise, the partnership will distribute the property of the invested enterprise.
(VI) is there a veto
As a limited partner, the company does not have one vote veto over the investment target of the partnership.
5、 Impact of this investment on the company and existing risks
1. Investment purpose
Through cooperation with professional investment institutions, under the condition of ensuring the stable development of the company’s main business, this investment expands the company’s project investment channels and improves the company’s capital use efficiency and the company’s upstream and downstream industrial layout with the help of the advantages and resources of the partnership.
2. There are risks in this investment
