Securities code: V V Food & Beverage Co.Ltd(600300) securities abbreviation: St Weiwei Announcement No.: pro 2022010
V V Food & Beverage Co.Ltd(600300)
Announcement on the establishment of food and beverage and modern agricultural industry investment fund
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:
● V V Food & Beverage Co.Ltd(600300) (hereinafter referred to as “Weiwei Co., Ltd.”) plans to establish an industrial investment fund in the form of limited partnership with Xuzhou Xinsheng Investment Holding Group Co., Ltd. (hereinafter referred to as “Xinsheng group”) and Guolian Tongbao Capital Investment Co., Ltd. (hereinafter referred to as “Guolian investment”), with the scale of industrial investment fund of 1 billion yuan, Weiwei Co., Ltd. subscribed 50% as a limited partner, Xinsheng group subscribed 30% as a limited partner and Guolian investment subscribed 20% as a general partner.
● as Xinsheng group is the controlling shareholder of the company and also participates in the capital contribution as a limited partner, this transaction constitutes a connected transaction.
● in the past 12 months, the cumulative amount of related party transactions between the company and Xinsheng group and its subsidiaries was RMB 59288026, accounting for 0.02% of the latest audited net assets of the listed company.
● this related party transaction has been deliberated and approved at the 7th Meeting of the 8th board of directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
1、 Transaction overview
In order to promote the transformation and upgrading of real enterprises, accelerate the high integration of financial capital and industrial resources, and cultivate new growth momentum of the enterprise, the company plans to establish an industrial investment fund in the form of limited partnership with Xinsheng group and Guolian investment. The scale of the industrial investment fund is 1 billion yuan. Weiwei shares subscribed 50% as a limited partner and Xinsheng group subscribed 30% as a limited partner, Guolian investment, as the general partner, subscribed 20% of the capital contribution. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
As Xinsheng group is the controlling shareholder of the company and also participates in the capital contribution as a limited partner, this transaction
As of this related party transaction, there has been no related party transaction related to this transaction category between the company and Xinsheng group in the past 12 months.
2、 Counterparty introduction
(I) Xuzhou Xinsheng Investment Holding Group Co., Ltd. date of establishment: March 21, 2007 enterprise type: limited liability company (wholly state-owned)
Address: 1201, office building 1, sanbo International Plaza, No. 26-8, Jiefang South Road, Quanshan District, Xuzhou
Legal representative: Lin bin registered capital: 400 million yuan Social Credit Code: 91320 Beijing Zuojiang Technology Co.Ltd(300799) 052396b business scope: investment and management of urban construction projects; Entrusted management services for non-financial assets; Investment management information consulting services; Investment in real estate projects, commercial projects and cultural projects; Rental of houses and power pipe networks. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure shareholder name subscribed capital contribution (10000 yuan) paid in capital contribution (10000 yuan shareholding ratio)
(yuan)
1 Xuzhou people’s 4 Ping An Bank Co.Ltd(000001) 00%
Government owned assets
Property supervision and management
committee
Total 4 Ping An Bank Co.Ltd(000001) 00%
As of December 31, 2021, the total assets were 81.041 billion yuan, the net assets were 31.958 billion yuan, the operating income was 5.573 billion yuan and the net profit was 611 million yuan (Unaudited).
Xinsheng group is the controlling shareholder of the company and holds 29.90% of the shares of the company, which is related to the company. (II) Guolian Tongbao Capital Investment Co., Ltd
Date of establishment: January 18, 2010
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: a301229, Xidong chuangrong building, No. 78, Danshan Road, anzhen street, Xishan District, Wuxi City
Legal representative: Yang Hai
Registered capital: 600 million yuan
Social Credit Code: 91320200550259156p
Business scope: investment management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure shareholder name subscribed capital contribution (10000 yuan) paid in capital contribution (10000 yuan shareholding ratio)
(yuan)
1 Guolian Securities Co.Ltd(601456) shares 600002 Shenzhen Ecobeauty Co.Ltd(000010) 0%
Co., Ltd
As of June 30, 2021, the total assets are 257204900 yuan, the net assets are 253452700 yuan, the operating income is 32372600 yuan, and the net profit is 24.91 million yuan.
The company has no relationship with Guolian investment. Guolian investment is a wholly-owned subsidiary of Guolian Securities Co.Ltd(601456) and is the first batch of investment management institutions to obtain the license of private investment subsidiary of securities company and the pilot of direct investment. Guolian investment has 20 years of investment banking experience. At present, it is in charge of many consumer funds such as “Jiangsu time-honored industrial investment fund” (invested by Jiangsu provincial government investment fund), “Wuxi yitongchuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Investment Fund (invested by Wuxi Guangyi construction and Development Group)”, and has operated a number of domestic and foreign M & A projects.
3、 Basic elements of Industrial Fund
(I) Fund Name: Weiwei Co., Ltd. food, beverage and modern agricultural industry investment fund (tentative). (II) organizational form: limited partnership.
(III) fund scale and contribution: a tentative subscription of 1 billion yuan will be paid in accordance with the actual needs. (IV) duration of the Fund: 8 years (including 5 years of investment period and 3 years of withdrawal period, which can be extended for no more than 2 years with the consent of the partners’ meeting).
(V) fund manager: Guolian Tongbao Capital Investment Co., Ltd
(VI) fund participants and contribution ratio
1. Limited partners
It is tentatively determined that Xinsheng group will subscribe 30% and Weiwei shares will subscribe 50%.
2. General partner
Guolian investment subscribed 20%
(VII) organizational structure
(VIII) investment strategy
With Weiwei’s main business, upstream and downstream of the industrial chain and future strategic planning as the core, it focuses on investing in food and beverage, new consumption, agriculture and other fields.
(IX) fund decision-making mechanism
1. Partner meeting
The partners’ meeting is the highest authority of the fund. Unless otherwise specified in the partnership law or the partnership agreement, matters related to the fund can be decided by the partners’ meeting.
2. Investment decision making Committee
In order to improve the specialization of investment decision-making and improve the operation efficiency and quality of investment business, the partnership establishes an investment decision-making committee. The investment decision-making committee plans to set up five members, which are jointly composed of all parties, including one recommended by Xinsheng group, one recommended by Weiwei Co., Ltd., two recommended by Guolian Tongbao and one jointly recommended expert member. Fund investment matters can be implemented only after more than half a vote is passed, and Xinsheng group, Weiwei shares and Guolian investment have one vote veto.
4、 Main contents and performance arrangements of the transaction
The related party transaction will disclose the main contents and performance arrangements of the agreement after the approval of the 2021 annual general meeting of shareholders and the formal signing of relevant agreements.
5、 Review procedures to be performed in the transaction
1. The related party transaction has been deliberated and approved at the 7th Meeting of the 8th board of directors of the company. The voting results are 4 in favor, 0 against and 0 abstention. Five related directors avoid voting.
2. The independent directors conducted a prior review of the company’s cooperation in establishing an industrial investment fund, carefully consulted the relevant materials provided by the company, understood the relevant situation in detail, and made the following prior approval statement: the independent directors believe that the above related party transactions are in line with the company’s development strategy and do not harm the company and all shareholders, Especially the interests of non affiliated shareholders and minority shareholders. It is agreed to submit the proposal on the establishment of Weiwei Co., Ltd. food, beverage and modern agricultural industry investment fund to the seventh meeting of the eighth board of directors for deliberation.
3. The independent directors expressed their independent opinions as follows: This connected transaction complies with the provisions of Chinese laws and regulations and relevant laws of the CSRC, the company’s industrial development strategy, the transaction content complies with the provisions of the company law, the securities law and the Listing Rules of Shanghai Stock Exchange, and the review procedures comply with relevant laws and regulations Provisions of normative documents and the articles of association.
4. The audit committee of the board of directors of the company has considered the proposal on the establishment of Weiwei Co., Ltd. food, beverage and modern agricultural industry investment fund and issued the following audit opinions: the above transactions comply with the relevant provisions of the company law, Shanghai Stock Exchange and the articles of association, which aims to give full play to and make use of the advantages and resources of all parties of the partnership, Actively look for projects with good development prospects, expand and improve the company’s investment channels and business layout, and promote the long-term development of the company. There is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders. Agree to the above connected transactions and submit the above proposal to the seventh meeting of the eighth board of directors of the company for deliberation.
This transaction is subject to the approval of the general meeting of shareholders, and the related persons interested in the related transaction will waive the right to vote on the proposal at the general meeting of shareholders.
6、 Purpose of transaction and its impact on Listed Companies
This investment is conducive to finding and reserving high-quality project resources with the help of professional investment institutions, actively expanding projects with good development prospects, and promoting the long-term development of the company, which is in line with the company’s future development strategy and the interests of all shareholders.
7、 Risk tips
1. There is a risk that the industrial investment fund cannot be established in this foreign investment.
2. The future operation of the industrial investment fund will be affected by macroeconomic, industrial policies, market competition, internal operation and management and other factors, and may face the risk that the investment benefit does not meet the expectation or the fund will lose money.
It is hereby announced.
V V Food & Beverage Co.Ltd(600300) board of directors
March 5, 2002
