Securities code: China-Singapore Suzhou Industrial Park Development Group Co.Ltd(601512) securities abbreviation: China-Singapore Suzhou Industrial Park Development Group Co.Ltd(601512) Announcement No.: 2022005 China-Singapore Suzhou Industrial Park Development Group Co.Ltd(601512)
About participating in the investment of Zhongke clean energy and low carbon development technology investment partnership
Announcement of (limited partnership)
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: Zhongke clean energy and low carbon development technology investment partnership (limited partnership) (the final name shall be subject to the industrial and commercial approval registration, hereinafter referred to as “Zhongke clean phase I fund”).
Proposed investment amount: China-Singapore Suzhou Industrial Park Development Group Co.Ltd(601512) (hereinafter referred to as “the company”) and the company’s holding subsidiary Zhongxin Suzhou Industrial Park Municipal Public Development Group Co., Ltd. (hereinafter referred to as “the subsidiary”) intend to participate in the investment of Zhongke clean phase I fund with their own funds as limited partners, and the company and its subsidiaries subscribe for no more than 55 million yuan and 45 million yuan respectively, And the total proportion shall not exceed 20% of the total subscribed amount of the final fund.
Investment field: mainly invest in multi energy integration (new energy, hydrogen energy, energy storage, photovoltaic), carbon source utilization (carbon neutralization, carbon capture, low-carbon clean processing), green materials (new materials, green synthesis) and other industries.
Risk tip: the main investment mode of the fund is equity investment, which has the characteristics of long investment cycle and low liquidity. In the process of investment, it will be affected by multiple factors such as macro-economy, industry cycle, trading scheme and operation and management of the investment object, and there may be the risk that the investment income is not as expected. The company will pay close attention to the operation and management of Zhongke clean phase I fund and the implementation process of investment projects to reduce investment risks. At present, the establishment, filing, registration and contract signing of Zhongke clean phase I fund and its manager – Zhongke Kaishi Venture Capital Management Co., Ltd. (Preparatory) (hereinafter referred to as the “management company”) have not been completed. The final contract content and specific operation mode shall be subject to the formal contract text signed by all parties, and the implementation process is uncertain. The company will continue to pay attention to the follow-up promotion of the management company and Zhongke clean phase I fund, and timely fulfill the follow-up information disclosure obligations.
1、 Overview of foreign investment
(I) basic information
The management company plans to initiate the establishment of Zhongke clean phase I fund as the fund manager and general partner. At present, the management company is in the preparatory period and will handle the registration of private fund manager after the establishment.
The company and its subsidiaries intend to participate in the investment of Zhongke clean phase I fund with their own funds as limited partners after the management company establishes and completes the registration of private fund manager. The fund mainly focuses on the equity investment of non listed companies in multi energy integration (new energy, hydrogen energy, energy storage, photovoltaic), carbon source utilization (carbon neutralization, carbon capture, low-carbon clean processing), green materials (new materials, green synthesis) and other industries. At present, Zhongke clean phase I fund is still in the preparatory stage, has not completed the industrial and commercial registration, and has not completed the fund filing with China Securities Fund Industry Association. Zhongke clean phase I fund plans to mainly introduce a number of institutional investors, and the final target scale is about 500 million yuan (subject to the actual raising scale). The contribution subscribed by the company and its subsidiaries shall not exceed 55 million yuan and 45 million yuan respectively, and the total proportion shall not exceed 20% of the total subscribed amount of the final fund.
(II) deliberation
On the above matters, the company held a management meeting on March 1, 2022 to review and approve relevant proposals. This investment does not need to be submitted to the board of directors or the general meeting of shareholders.
(III) as the limited partner of the fund has not been determined, this investment does not constitute a related party transaction at present, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the fund and main terms of relevant agreements to be signed
1. Fund Name: Zhongke clean energy and low carbon development technology investment partnership (limited partnership) (the final name shall be subject to the industrial and commercial approval registration).
2. Enterprise type: limited partnership.
3. General partner (executive partner): Zhongke Kaishi Venture Capital Management Co., Ltd. (Preparatory). Zhongke Kaishi Venture Capital Management Co., Ltd. (Preparatory) is proposed to be the general partner and fund manager of Zhongke clean phase I fund. It is proposed to be established by Suzhou Bizhi venture capital partnership (limited partnership), Zhongke chemical (Dalian) Technology Development Co., Ltd Jilin Guoke innovation incubation Investment Co., Ltd. and Zhongxin Suzhou Industrial Park Industrial Investment Co., Ltd., a wholly-owned subsidiary of the company, jointly initiated the establishment. The registered capital of the management company is proposed to be 10 million yuan, Suzhou Bizhi venture capital partnership (limited partnership) is proposed to contribute no more than 4.6 million yuan, China Science and chemical (Dalian) Technology Development Co., Ltd. is proposed to contribute no more than 3.4 million yuan, and Jilin Guoke innovation incubation investment Co., Ltd. is proposed to contribute no more than 1 million yuan, Zhongxin Suzhou Industrial Park Industrial Investment Co., Ltd. plans to invest no more than 1 million yuan. The management company plans to set up two supervisors, of which one is proposed to be nominated by Zhongxin Suzhou Industrial Park Industrial Investment Co., Ltd. (the final approval shall be subject to the industrial and commercial registration)
4. Target scale of the Fund: about 500 million yuan (subject to the actual raising scale), of which the capital contribution to be subscribed by the general partner is 1% of the total subscribed capital of the fund, and the subscribed capital contribution of the company and its subsidiaries shall not exceed 55 million yuan and 45 million yuan respectively, and the total proportion shall not exceed 20% of the total subscribed capital of the final fund.
5. Investment arrangement: make investment in three phases according to 4:3:3; 40% of the initial capital contribution; After 70% of the previous investment is completed, the next contribution will be paid.
6. Investment field: mainly invest in multi energy integration (new energy, hydrogen energy, energy storage, photovoltaic), carbon source utilization (carbon neutralization, carbon capture, low-carbon clean processing), green materials (new materials, green synthesis) and other industries.
7. Investment scale limitation: the cumulative investment amount of China Science and technology clean phase I fund in a single investment project shall not exceed 20% of the total subscribed scale of the Fund (unless unanimously agreed by the partners); If the investment amount of a single project exceeds 50 million yuan, it shall be approved by at least 4 votes of the investment decision-making committee.
8. Operation period: the investment period is 4 years and the exit period is 3 years. With the approval of the partners’ meeting, the general partner can extend the duration twice, one year each time.
9. Management fee: the investment period is 2% of the subscribed capital contribution / year; The withdrawal period shall be charged at 2% of the total investment cost of the project not withdrawn / year; No management fee will be charged for the extension period.
10. Management mode: in order to improve the specialization and operation quality of investment decision-making, an investment decision-making committee is set up, whose main responsibility is to review and make decisions on the investment matters (mainly including project investment and withdrawal) of China Science and technology clean phase I fund.
11. Income distribution: 1) return the accumulated paid in capital contribution of the limited partners; 2) Return the accumulated paid in capital contribution of the general partner; 3) Distribute 8% threshold income (simple interest) to limited partners; 4) If there is any balance, distribute the threshold income to the general partner according to 8% / year until the amount reaches 25% of the threshold income of limited partners; 5) If there is a balance, the general partner and the limited partner shall distribute the income of this part by 20%: 80%.
12. Exit mechanism: (1) after the invested enterprise is directly or indirectly listed at home and abroad or listed on the new third board, it will sell shares and exit; (2) Directly transfer the equity, contribution share or asset withdrawal of the invested enterprise; (3) The property of the invested enterprise shall be distributed after the dissolution and liquidation of the invested enterprise.
3、 Impact of this transaction on Listed Companies
In recent years, according to the company’s strategic development plan, the company will adhere to taking production as the core, focus on regional leading industries, strengthen industrial investment and improve the business chain of park development and operation. At present, the fields of green carbon neutralization, new energy and new materials are the key directions of national industrial upgrading and technological development. They are also the important industrial layout developed by the company in Suzhou Industrial Park and various “going out parks”, and fit the key strategic direction of green public in the “one body and two wings” of the company. Zhongke clean phase I fund mainly invests in multi energy integration (new energy, hydrogen energy, energy storage, photovoltaic), carbon source utilization (carbon neutralization, carbon capture, low-carbon clean processing), green materials (new materials, green synthesis) and other industries, which is highly matched with the leading industries of Suzhou Industrial Park and the company’s “going out parks”. By investing in Zhongke clean phase I fund, it can not only improve the development and industrial layout level of the group’s Park, but also deepen the technical capacity of green public, and help the national scientific and technological innovation and development and industrial upgrading.
This investment will not have a significant impact on the financial and operating conditions of the company and its subsidiaries, comply with the provisions of relevant laws, regulations and the articles of association, and meet the interests of the company and all shareholders.
4、 Risk tips
The main investment mode of the fund is equity investment, which has the characteristics of long investment cycle and low liquidity. In the process of investment, it will be affected by multiple factors such as macro-economy, industry cycle, trading scheme and operation and management of the 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 Zhongke clean phase I fund and the implementation process of investment projects to reduce investment risks.
At present, the management company and Zhongke clean phase I fund are still in the preparatory stage, and the industrial and commercial registration has not been completed, the registration of private fund manager and fund filing in China Securities Fund Industry Association have not been completed, and the signing of fund contract has not been completed. The final contract content and specific operation mode shall be subject to the formal contract text signed by the final parties, and there is uncertainty in the implementation process. The company will continue to pay attention to the follow-up promotion of the management company and Zhongke clean phase I fund, and timely fulfill the follow-up information disclosure obligations.
It is hereby announced.
China-Singapore Suzhou Industrial Park Development Group Co.Ltd(601512) board of directors March 3, 2022
