Securities code: Gcl System Integration Technology Co.Ltd(002506) securities abbreviation: Gcl System Integration Technology Co.Ltd(002506) Announcement No.: 2022009 Gcl System Integration Technology Co.Ltd(002506)
Announcement on the participation of wholly-owned subsidiaries in the establishment of equity investment funds
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 joint investment with professional investment institutions
(I) basic information
Gcl System Integration Technology Co.Ltd(002506) (hereinafter referred to as “the company”) in order to make better use of the advantages of the capital market and the investment management ability of professional investment institutions, build an industrial investment integration platform, increase the investment in the photovoltaic industry chain, better promote the development of the company’s main photovoltaic industry and improve the company’s overall competitiveness and profitability, Suzhou Gcl System Integration Technology Co.Ltd(002506) Investment Co., Ltd. (hereinafter referred to as “integrated investment”), a wholly-owned subsidiary of the company, intends to act as a limited partner with Anhui Wanneng Capital Investment Co., Ltd., Guangfa Qianhe Investment Co., Ltd Hanshan Urban Construction Investment Co., Ltd. and Guangfa Xinde Investment Management Co., Ltd. (hereinafter referred to as “Guangfa Xinde”) jointly initiated the establishment of Guangfa Xinde Wanneng (Hanshan) equity investment fund partnership (limited partnership) (tentative name, the final name shall be subject to the industrial and commercial approval registration, hereinafter referred to as “the fund”). The total subscribed scale of the partnership is 1 million yuan. The integrated investment plans to subscribe 100 million yuan with self raised funds, accounting for 10% of the total subscribed capital of the partnership. GF Xinde intends to be the general partner and manager of the fund.
(II) review procedure
The company held the 13th meeting of the 5th board of directors on March 7, 2022, deliberated and adopted the proposal on the participation of wholly-owned subsidiaries in the establishment of equity investment funds. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this investment is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of partners
(I) basic information of general partner and manager
Unified social credit Code: 916501006824506815
Company name: Guangfa Xinde Investment Management Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Legal representative: Xiao Xuesheng
Registered capital: 2800 million yuan
Registered address: room b607, building 1, No. 275, Xintuo Road, Daxie Development Zone, Ningbo, Zhejiang Province (residence declaration and commitment pilot area)
Date of establishment: December 3, 2008
Business scope: licensed business items: none. General business items: equity investment; Provide clients with financial advisory services for equity investment and other businesses approved by the CSRC.) (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, financial management on behalf of customers and capital collection (financing) from the public). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Gf Securities Co.Ltd(000776) holds 100% equity of Guangfa Xinde.
Registration and filing: the manager registration has been completed in the fund industry association, Registration No.: pt2 Huaneng Power International Inc(600011) 589. (II) basic information of other limited partners
(1) Anhui Wanneng Capital Investment Co., Ltd
Unified social credit Code: 91340100ma8n4qxl76
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Lu Hao
Registered capital: 300 million yuan
Registered address: room 658, floor 6, building a3a4, phase I, Zhongan chuanggu Science Park, No. 900, Wangjiang West Road, high tech Zone, Hefei, China (Anhui) pilot Free Trade Zone
Date of establishment: August 24, 2021
Business scope: general items: engaging in investment activities with its own funds; Asset management services invested by self owned funds; Financial consultation; Information consulting services (excluding licensed information consulting services); Venture capital (limited to investment in unlisted enterprises) (except for licensed business, it can independently operate projects not prohibited or restricted by laws and regulations) equity structure: Anhui Wanneng Capital Investment Co., Ltd. is actually controlled by the state owned assets supervision and Administration Commission of Anhui Provincial People’s government
(2) Guangfa Qianhe Investment Co., Ltd
Unified social credit Code: 9111 North Huajin Chemical Industries Co.Ltd(000059) 6062543m
Type of legal person: sole proprietorship (limited liability company)
Legal representative: Ao Xiaomin
Registered capital: 7103.5 million yuan
Registered address: room 206, No. 3, Xingfu West Street, Beifang Town, Huairou District, Beijing
Date of establishment: May 11, 2012
Business scope: project investment; Investment management. (“1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to issue loans; 3. It is not allowed to provide guarantees to other enterprises other than the invested enterprises; 4. It is not allowed to promise investors that the investment principal will not be lost or the minimum income” ； Market entities independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
Equity structure: Gf Securities Co.Ltd(000776) holds 100% equity of Guangfa Qianhe Investment Co., Ltd. (3) Hanshan Urban Construction Investment Co., Ltd
Unified social credit Code:
Company type: limited liability company (state-owned holding)
Legal representative: Chen Xuegang
Registered capital: RMB 115755 million
Registered address: intersection of Wangmei road and Huayuan Road, Huanfeng Town, Hanshan County
Date of establishment: August 28, 2003
Business scope: organize the implementation of government investment projects at the county level, and authorize the management of the collection, storage, development and transfer of operating land in the county urban area; Raising and managing urban construction funds; Carry out capital operation, support and cooperate with the reform of state-owned enterprises. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Ownership structure: Hanshan County Finance Bureau (state owned assets supervision and Administration Commission of Hanshan county government and local financial supervision and Administration Bureau of Hanshan county) actually controls Hanshan County Urban Construction Investment Co., Ltd.
The above-mentioned partners do not directly or indirectly hold the shares of the company, and they have no affiliated relationship or interest arrangement with the company, the controlling shareholders and actual controllers of the company, the directors, supervisors and senior managers of the company, nor any arrangement affecting the interests of the company with other third parties. The above-mentioned partners are not dishonest Executees.
3、 Basic information of the fund
1. Fund Name: Guangfa Xinde Wanneng (including mountain) equity investment fund partnership (limited partnership) (tentative name, and the final name shall be subject to the industrial and commercial approval and registration. In addition, the “partnership” in “III. basic information of the fund” in this section refers to “Guangfa Xinde Wanneng (including mountain) equity investment fund partnership (limited partnership)”.
）2. Fund size: 1 million yuan
3. Organizational form: limited partnership
4. Mode of capital contribution: all partners shall make capital contributions to the partnership in RMB.
5. Progress of capital contribution: the manager will issue a notice of capital contribution to all partners as the case may be, and require each partner to perform the corresponding capital contribution obligations. The proportion of each round of capital contribution paid by all partners shall be consistent. After the signing of this agreement, the manager will send a notice of capital contribution to all partners as the case may be, and require each partner to perform the corresponding capital contribution obligations. The notice of capital contribution payment shall be delivered to each partner 10 working days before the last payment date (the “payment date”) specified therein; Each partner shall, in accordance with the requirements of the capital contribution notice and before the payment date agreed in the capital contribution notice, remit the paid in capital contribution in full into the special account for raised settlement funds of the partnership.
6. Duration: the partnership period of the partnership is 15 years, the operation period of the partnership as a fund is 5 years, the investment period is from the date of establishment of the fund to the third anniversary, and the exit period is two years from the next day after the expiration of the investment period of the partnership.
7. Exit mechanism: the manager will realize the realization of investment at an appropriate time. When selling or disposing of investment projects in other ways, the manager can choose the applicable exit strategy according to law, including but not limited to listing, share exchange, equity transfer, selling enterprises, repurchase, liquidation or other appropriate ways considered by the manager.
8. Investment direction: the partnership focuses on the carbon neutral industrial chain represented by new energy industry and new energy automobile industry, strategic emerging industries, and realizes capital appreciation by focusing on investment in high-quality listed companies and convertible debt investment of unlisted companies.
9. Management mode:
(1) Decision making mechanism: the manager establishes an investment decision-making committee for the partnership, which is responsible for the final decision-making of the project investment of the partnership. The investment decision-making committee is composed of five members, including four members appointed by Guangfa Xinde Investment Management Co., Ltd. and one member appointed by Anhui Wanneng Capital Investment Co., Ltd. all members are appointed and removed by the manager; The voting mechanism of the investment decision-making committee can be implemented only after it is approved and signed by the competent authority within the manager; The project shall be voted by the investment decision-making committee before investment.
(2) Investment restrictions: the partnership shall not: 1) make investment with unlimited joint and several liability; 2) Direct auction trading of A-share secondary market stocks traded on the open market and publicly offered securities investment funds, however, shall not include the shares received as consideration for the initial acquisition of the equity of the invested enterprise by the partnership and the subsequent listing of the invested enterprise or the disposal of investment projects; 3) Provide guarantee, loan, sponsorship and donation to any third party, but the convertible bond investment implemented by the partnership for the investment project is not subject to this restriction; 4) Engage in hedging or derivative transactions of a purely speculative nature; 5) Carry out or participate in private asset management business with the nature of capital pool; 6) External guarantee or external borrowing; 7) Engage in other businesses prohibited by laws, regulations and the partnership agreement.
(3) Income distribution: the distributable cash generated by the partnership due to investment projects, liquidity management investment income or other income shall be distributed by the manager in accordance with the agreement. Unless otherwise agreed in the agreement, the partnership will not make rolling / circular investment. Before the liquidation of the partnership is completed, the manager shall make reasonable efforts to realize the investment of the partnership and avoid non cash distribution; However, if it cannot be realized or the manager believes that non cash distribution is more in line with the interests of all partners according to its independent judgment, the manager has the right to decide to distribute in a non cash manner. If any distribution includes both cash and non cash, each partner shall receive the same proportion of cash and non cash in the distribution to the extent feasible.
(4) Loss sharing: in case of loss of the partnership, all partners shall share it according to the proportion of subscribed capital contribution.
4、 Impact on the company
Integrated investment, a wholly-owned subsidiary of the company, participated in the fund investment as a limited partner, mainly by virtue of the investment advantages and capital advantages of professional institutions, carried out investment and financing cooperation around the company’s photovoltaic industry, promoted the development of the company’s main photovoltaic industry, made the company’s industrial operation and capital operation achieve benign complementarity, and further improved the company’s overall competitive strength and profitability, Realize the sustainable, rapid and healthy development of the company. The investment meets the interests and business development needs of the company. The capital source of this investment is self raised by the company. This investment will not affect the company’s normal production and operation activities, and will not affect the company’s future financial structure and operation results, which meets the needs of the company’s sustainable development.
5、 Risk tips for this investment
1. The partnership agreement has not been formally signed for the matters to be involved in the establishment of the industrial fund. In case of the influence of factors such as unpredictability or force majeure, there is a risk that the investment cannot be performed or terminated.
2. The industrial fund is still in the process of establishment, and there is still uncertainty whether it can raise sufficient funds in accordance with the agreement in the future.
3. If the industrial fund involves the approval of relevant government departments in the subsequent investment of specific projects, there may be some approval risks.
4. In the process of investment, the participating fund may be affected by many factors, such as macroeconomic, industry cycle, technological innovation, regulatory policy changes and so on, and the fund may have the risk of failing to achieve the expected return. 5. During the operation of the fund and the manager, the company will pay close attention to and prevent risks, fully perform the rights of the investor in accordance with the requirements of relevant laws and regulations, timely understand the operation of the fund manager, urge the fund manager and the investment decision-making committee to conduct full due diligence on the invested target company, and fully demonstrate the balance between project income and risk, Strengthen post investment management, effectively reduce and avoid investment risks, try our best to maintain the safety of the company’s investment funds and ensure investment income.
6、 Description of other relevant matters
1. The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company have not participated in the investment in the fund and have not served in the fund; The company’s investment in the fund will not lead to horizontal competition.
2. Within 12 months before the establishment of the fund for this foreign investment cooperation, the company did not use the over raised funds for permanent replenishment of working capital.
3. The company will timely disclose the follow-up progress of matters related to investment funds in strict accordance with the provisions of relevant laws and regulations and the principle of phased disclosure. Please invest rationally and pay attention to investment risks. 7、 Documents for future reference
1. Resolution of the 13th meeting of the 5th board of directors of the company.
It is hereby announced.
Gcl System Integration Technology Co.Ltd(002506) board of directors
