Securities code: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) securities abbreviation: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) announcement Code: 2022015 Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
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.
Hainan Yineng Investment Co., Ltd. (hereinafter referred to as "Yineng investment"), a wholly-owned subsidiary of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) (hereinafter referred to as "the company" or " Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) "), recently signed the Changzhou Xinchen venture capital partnership (limited partnership) partnership agreement with Shenzhen Qifu Antai Investment Management Co., Ltd. (hereinafter referred to as "Qifu Antai") and Liu Haitao, Jointly invest in Changzhou Xinchen venture capital partnership (limited partnership) (hereinafter referred to as the "partnership"). The total capital contribution subscribed by the parties to the agreement is 50.6 million yuan, and Yineng investment subscribed 48 million yuan with its own funds. It is one of the limited partners of the partnership.
The joint investment between the wholly-owned subsidiary and professional investment institutions does not constitute related party transactions or major asset restructuring. According to the Listing Rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions and the articles of association, the joint investment of the wholly-owned subsidiary and professional investment institutions does not need to be submitted to Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) board of directors or general meeting of shareholders for deliberation, Yineng investment has fulfilled the internal decision-making and approval procedures for this investment in accordance with its articles of association and the norms of equity investment system.
In accordance with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions, the company has fulfilled the obligation of disclosure for this event. The details are as follows:
1、 Basic information of the partners jointly invested by the subsidiary and professional investment institutions
1. Basic information of investment institutions
Company name: Shenzhen Qifu Antai Investment Management Co., Ltd
Unified social credit Code: 91440300ma5dbm3e1h
Date of establishment: April 27, 2016
Registered capital: 10 million yuan
Registered address: No. 1002, China Railway South headquarters building, No. 3333, Zhongxin Road (Shenzhen Bay section), Yuehai street, Nanshan District, Shenzhen, Guangdong Province
Legal representative: Zhang Jinhua
Ownership structure and actual controller: Qifu Private Equity Fund Management Co., Ltd. holds 40%, Aetna venture capital (Shenzhen) Co., Ltd. and Shenzhen Xinsheng investment management partnership (limited partnership) hold 30% respectively, and its actual controller is Fu zhewan.
Business scope: entrusted management of venture capital business of institutions or individuals such as venture capital enterprises; Venture capital consulting business; Provide entrepreneurship management services for start-ups; Participate in the establishment of venture capital enterprises and venture capital management consultants; Entrusted management of equity investment funds.
Description of fulfilling the filing and registration procedures: illuma Aetna has registered as a private fund manager with the China Securities Investment Fund Industry Association, with the registration code of p1063974.
2. Basic information of other partners
Serial number name certificate number or unified social credit code
1 Liu Haitao 510602 593x
3. Basic information of subsidiaries
Company name: Hainan Yineng Investment Co., Ltd
Unified social credit Code: 91460000ma5tpjqa8u
Date of establishment: October 10, 2020
Registered capital: 100 million yuan
Registered address: 071, lianchuangstar high-tech incubator, 2f, Jingye Plaza, No. 25, Renmin Avenue, Meilan District, Haikou City, Hainan Province
Legal representative: Tang Zhuolin
Controlling shareholder: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) holding 100%
Business scope: venture capital, engaging in investment activities with its own funds, etc. (the specific information shall be subject to the industrial and commercial registration information of Yineng investment).
2、 Description of related relationship or other interest relationship
Professional investment institution illuma Aetna, partner Liu Haitao, and Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) and Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) controlling shareholder
Shareholders, directors, supervisors and senior managers holding more than 5% of the shares have no affiliated relationship or interest arrangement, and
There is no relationship of concerted action.
As of the disclosure date of this announcement, illuma Aetna does not hold Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) shares directly or indirectly
Ticket situation.
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) controlling shareholders, shareholders holding more than 5% shares, directors, supervisors and senior managers are not appointed
He participated in the share subscription of the partnership in any way, and did not hold a position in the partnership.
As of the disclosure date of this announcement, the company has not found any joint investment between its subsidiaries and professional investment institutions
Items, which may lead to horizontal competition and related party transactions with Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) .
3、 Basic information of the partnership
1. Name: Changzhou Xinchen venture capital partnership (limited partnership)
2. Scale: 50.6 million yuan
3. Organizational form: limited partnership
4. Subscribed capital contribution:
No. partner name partner type subscribed capital contribution subscribed capital contribution proportion (unit: 10000 yuan)
1 general partner of Shenzhen Qifu Antai Investment Management Co., Ltd. 30 0.59%
2 Liu Haitao limited partner 230 4.55%
3. Limited partner of Hainan Yineng Investment Co., Ltd. 480094.86%
Total ----- 5060100.00%
5. Duration: the duration of the partnership is five years. The first two years are the investment period and the last three years are the exit period.
Calculated from the date of signing and coming into force of this partnership agreement.
6. Accounting method for this investment: according to the accounting standards for business enterprises of the people's Republic of China
According to the relevant regulations, the partnership will not be included in the consolidated statements of the company when the company does not form control over the partnership
Range. The accounting method shall be subject to the audit confirmation opinion of the company's audit institution.
4、 The main contents of the partnership agreement and the management mode of the partnership
1. Management mode of partnership
1) Main rights and obligations of partners
a) The partnership affairs shall be executed by the general partner and the executive partner;
b) Limited partners do not carry out partnership affairs and may not represent the partnership externally;
c) Limited partners have the right to attend or entrust representatives to attend the partners' meeting and exercise their voting rights according to the paid in capital contribution; Put forward suggestions on the operation and management of the partnership; Consult the accounting books and other financial materials of the partnership; When the interests of the partnership are infringed upon, claim rights or bring a lawsuit against the responsible partners.
2) Execution of partnership affairs
The general partner has the following authority:
a) Carry out the operation and management of the partnership and go through the relevant examination and approval procedures in the process of fund operation; Enter into agreements related to the daily operation and management of the fund and be responsible for the performance of the agreements; Sign, deliver and execute documents on behalf of the fund;
b) Appoint and replace the representative of the executive partnership affairs, and appoint and dismiss the management personnel; c) Appoint members of the investment decision-making committee according to the partnership agreement;
d) Formulate the basic management system and specific rules and regulations of the partnership;
e) Decide and implement the investment, management and exit of the partnership project;
f) Determine the profit distribution of the partnership according to the partnership agreement;
g) To open, maintain and cancel the bank account of the partnership on behalf of the fund, and issue cheques and other payment vouchers;
h) Employ professionals, intermediaries and consultants to provide services to the fund;
i) Approve the transfer of limited partnership interests by limited partners;
j) Handle litigation, arbitration and other matters related to the partnership on behalf of the partnership;
k) Enjoy the right of distribution of partnership interests in accordance with the provisions of the partnership agreement;
l) Participate in the distribution of the remaining property of the enterprise in accordance with the partnership agreement during the liquidation of the enterprise;
m) Handle litigation, arbitration and other matters related to the partnership on behalf of the partnership;
n) Handle the tax related matters of the partnership in accordance with the provisions of the state on tax administration.
2. Investment mode of partnership
1) The partnership will invest in companies related to gas manufacturing and intelligent equipment manufacturing in the field of hydrogen energy. 2) The partnership shall set up an investment decision-making committee, which is the only investment decision-making body of the partnership. The following functions and powers of the general partner shall be exercised by the Investment Committee:
a) The establishment of the partnership's foreign investment;
b) Deliberating and making decisions on the foreign investment of the partnership;
c) Review and decide on the investment withdrawal of the partnership;
d) Formulate and modify the investment agreement and supplementary agreement for the project investment of the partnership;
e) Review and decide other agreements related to the project investment of the partnership;
f) Other agreements or powers granted by the general meeting of partners.
3. Distribution of interests of the partnership
All the profits of the partnership shall be distributed in the following order according to the distribution principle of "recovering the principal first and then sharing the profits": 1) first pay the expenses and management fees of the partnership according to the partnership agreement;
2) It shall be distributed to all partners of the partnership until all partners obtain an amount equal to all their paid in capital contributions.
3) After all partners have obtained the distribution of the amount equal to all their paid in capital contributions, if there are still remaining distributable assets, they shall be redistributed in the following manner:
1) If the annualized rate of return on investment of the partnership is lower than 8%, all remaining distributable assets shall be distributed by all partners according to the proportion of paid in capital contribution;
2) If the annualized rate of return on investment of the partnership reaches 8% (simple interest) or above, the general partner shall first withdraw 20% of all remaining distributable assets as excess performance reward, which shall be paid by the partnership to the general partner or the third party designated by the general partner, and the rest shall be distributed by all partners according to the proportion of paid in capital contribution.
5、 The impact and risks of this joint investment on the listed company
1. Impact on Listed Companies
The subsidiary invests jointly with professional investment institutions. By making use of the resources and advantages of professional investment institutions in the field of equity investment and on the premise of reasonable risk control, it can carry out investment business, so as to obtain medium and long-term investment return, which is conducive to the improvement of the company's medium and long-term overall profit level.
The capital source of the joint investment between the subsidiary and professional investment institutions is the self owned capital of the subsidiary, which will not affect the normal development of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) various business activities.
In the short term, this joint investment will not have a significant impact on Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) financial status and operating performance.
2. Possible risks
During the operation of the investment project of the partnership, it may be affected by many factors, such as macro-economy, industrial policies and market cycle, operation and management of the investment target project, transaction scheme and so on, which may lead to the risk that the investment benefit of the partnership does not meet the expectation or loss.
6、 Description of other matters
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) does not exist within 12 months before the joint investment between the subsidiary and professional investment institutions
