Securities code: Embedway Technologies (Shanghai) Corporation(603496) securities abbreviation: Embedway Technologies (Shanghai) Corporation(603496) Announcement No.: 2022009 Embedway Technologies (Shanghai) Corporation(603496) (Shanghai) Co., Ltd
Announcement on the company’s participation in the establishment of investment funds
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:
The name of the investment limited partnership (subject to the name of the investment limited partnership in Hangzhou)
Investment amount: RMB 10 million
This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
The foreign investment has been deliberated and approved by the board of directors of the company. The voting results: 7 votes in favor, 0 votes against and 0 abstentions. It is not necessary to submit it to the general meeting of shareholders for deliberation.
Special risk tips: 1. The fund is still in the preparatory stage. After the successful establishment of the fund, it is necessary to perform the filing procedures in accordance with relevant regulations, and there is a certain filing risk. 2. In the process of investment and operation, the fund will be affected by many factors such as macro-economy, industry cycle, investment target, company operation and management, transaction scheme and so on. In addition, due to the characteristics of long investment cycle and low liquidity of investment projects, the follow-up investment progress and completion of the investment fund are still uncertain, and there may be investment failure or loss, which can not realize the expected income Risk of failure to exit in time and effectively. The company will pay close attention to the progress of investment fund operation, management, investment decision-making and post investment management to prevent, reduce and avoid investment risks.
1、 Overview of foreign investment
Embedway Technologies (Shanghai) Corporation(603496) (Shanghai) Co., Ltd. (hereinafter referred to as “the company” or “the company”) held the 10th meeting of the 3rd board of directors and the 10th meeting of the 3rd board of supervisors on March 8, 2022, deliberated and adopted the proposal on the company’s participation in the establishment of investment funds. The company plans to use its own funds totaling RMB 10 million to participate in the establishment of the investment fund “Zhongneng wisdom (Hangzhou) venture capital partnership (limited partnership)” (hereinafter referred to as the “fund”), with the proposed scale of RMB 500 million, which is mainly invested in the energy industry and the target enterprises with domestic informatization ability, including but not limited to information security, privacy computing Industrial software, data application, industrial Internet platform and other fields.
This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the fund to be invested
1. Fund Name: Zhongneng wisdom (Hangzhou) venture capital partnership (limited partnership) (subject to the final name of industrial and commercial registration)
2. Organizational form: limited partnership
3. Fund size: no more than 500 million yuan is proposed
4. Fund manager: Zhongneng wisdom (Beijing) Private Equity Fund Management Co., Ltd
5. Main business location: Hangzhou, Zhejiang Province (subject to industrial and commercial registration)
6. Executive partner: Zhongneng wisdom (Beijing) Private Equity Fund Management Co., Ltd
7. Business scope: engaging in investment activities with its own funds (except for projects subject to approval according to law, independently carrying out business activities according to law with business license) (the specific business scope shall be subject to the final review of the Department of industry and Commerce)
8. Operation period: the operation period of the partnership (including investment period and withdrawal period) is eight (8) years, calculated from the date of initial closing (“operation period”). The general partner may further extend the operation period of the partnership (the “extended period”), which may be extended twice for one year each with the consent of the general meeting of partners.
3、 Main contents of partnership agreement
1. Up to now, the total subscribed capital contribution of all partners is RMB 155.1 million, and the total amount and proportion of fund contributions subscribed by partners are:
Name of senior partner or name of partner subscribed capital contribution proportion No. type of capital contribution (RMB 10000) (%)
General partner of Zhongneng wisdom (Beijing) private equity fund management
1 Limited company 10 0.06
2. Limited partner of Neng fusion Smart Technology Co., Ltd. 750048.36
3 Embedway Technologies (Shanghai) Corporation(603496) (Shanghai) Co., Ltd. limited partner 1000 6.45
4 Shanghai Aladdin Biochemical Technology Co.Ltd(688179) legend Technology Co., Ltd. limited partner 700045.13
Total 15510100.00
2. Mode of contribution
All partners of the partnership make capital contributions in RMB.
3. Investment schedule
After the establishment of the partnership, the partnership capital contribution subscribed by each partner shall be paid in two installments according to the notice of the general partner. Each installment of capital contribution shall be paid by each partner according to the proportion of his subscribed capital contribution. The proportion of each payment is 60% and 40%.
4. Term of operation
The operation period of the partnership (including the investment period and withdrawal period) is eight (8) years from the date of the first closing (“operation period”). The general partner may further extend the operation period of the partnership (the “extended period”), which may be extended twice for one year each with the consent of the general meeting of partners.
5. Execution of partnership affairs
The partnership affairs of the partnership shall be carried out by the executive partner. Zhongneng wisdom (Beijing) Private Equity Fund Management Co., Ltd. is the executive partner and fund manager of the investment fund.
6. Investment decision making Committee
The investment decision-making committee is composed of four members. Among them, one is recommended by Zhongneng integrated smart technology Co., Ltd. and serves as the chairman of the investment decision-making committee, one is recommended by Zhongneng smart (Beijing) Private Fund Management Co., Ltd., and two are recommended by Shanghai Aladdin Biochemical Technology Co.Ltd(688179) legend Technology Co., Ltd.
7. Investment area
The partnership mainly invests in the energy industry Internet industry chain, focusing on the construction and operation of the national energy industry internet platform, focusing on the target enterprises with core technology and domestic informatization ability, including but not limited to information security, privacy computing, industrial software, data application, industrial Internet platform and other fields.
8. Income distribution
The general partner shall distribute the distributable income according to the following principles:
(1) Return the accumulated paid in capital contribution of each partner: return 100% of the accumulated paid in capital contribution of the partners as of the distribution time point, Until each partner recovers its paid in capital contribution (the return of the accumulated paid in capital contribution of the limited partners takes precedence over the return of the accumulated paid in capital contribution of the general partner. The accumulated paid in capital contribution of the general partner shall not be returned until 100% of the accumulated paid in capital contribution of the limited partners is returned; the return ratio among the limited partners shall be divided according to the proportion of each limited partner in the total accumulated paid in capital contribution of all the limited partners Match).
(2) Distribution threshold income: if there is any residual income after the return of the accumulated paid in capital contribution of the partners, the threshold income of the project as of the distribution time point shall be paid to the limited partners in sequence, that is, it shall be distributed according to the proportion of the paid in capital contribution of each limited partner in the project until each limited partner obtains the corresponding amount of eight percent (8%) annualized return on investment (simple interest) in sequence.
(3) Distribution of excess income: twenty percent (20%) of any remaining distributable income (“excess income”) shall be distributed to the general partner, and eighty percent (80%) shall be distributed among the limited partners according to the proportion of the limited partners’ paid in capital contribution to the fund.
(4) The general partner has the right to distribute the above-mentioned income to the general partner by itself. 9. Management fee
The management fee shall be paid from the paid in capital contribution of all partners. During the investment period, the management fee to be borne by partners each year shall be two percent (2%) of the total amount of their paid in capital contribution to the partnership; During the withdrawal period, the management fee to be borne by partners each year shall be one percent (1%) of the total amount of their paid in capital contribution to the partnership. The manager will no longer charge management fees during the extended period.
The management fee shall be paid annually, and each payment date shall be within 10 working days from January 1 of each calendar year (in case of legal holidays, the payment date shall be advanced to the latest working day before this); The first payment period is before the 20th working day after the signing of this agreement.
10. Dispute resolution
Claims, disputes or disputes of any nature arising out of or in connection with this Agreement shall first be settled through friendly negotiation between partners; If no settlement can be reached through friendly negotiation, it shall be submitted to Beijing Arbitration Commission for arbitration in Beijing in accordance with the arbitration rules in force at that time. The arbitration language shall be Chinese. The arbitration award is final and binding on all partners concerned. Unless the arbitration tribunal makes an award, the arbitration fee shall be borne by the losing party. The losing party shall also compensate the winning party for its lawyer’s fees and other expenses.
11. Exit mechanism
Limited partners may withdraw from the partnership by transferring their interests in the partnership with the prior written consent of the general partner. In addition, limited partners shall not request to withdraw from the partnership or recover the investment principal in advance.
12. Effectiveness of the agreement
This Agreement shall come into force on the date when all partners jointly and effectively sign it.
4、 Basic information of partners
(I) fund manager and general partner
Company name: Zhongneng wisdom (Beijing) Private Equity Fund Management Co., Ltd
Enterprise type: limited liability company
Date of establishment: January 14, 2021
Registered address: No. 1-d3, first floor, building 8, No. 11 Hepingli East Street, Dongcheng District, Beijing
Registered capital: 20 million yuan
Legal representative: sun zongpei
Unified social credit Code: 91110101ma01yubm5n
Business scope: private investment fund management (business activities can only be carried out after the registration and filing of China Securities Investment Fund Association); Asset management; Investment management; Project investment. (“1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees to other enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not be lost or the minimum income will be promised” ； Market entities independently choose business projects and carry out business activities according to law; As well as 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.)
Ownership structure:
No. shareholder name subscribed capital contribution (10000 yuan) shareholding ratio
Zhongneng Taixin wisdom (Beijing)
1 Asset Management Co., Ltd. 140070%
Beijing Zhongneng Qitai Enterprise Management Co., Ltd
2 Center (limited partnership) 600 30%
Registration and filing: Zhongneng wisdom (Beijing) Private Equity Fund Management Co., Ltd. has performed the registration and filing procedures in accordance with the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (Trial), and the registration number of private investment fund managers is p1072026.
Description of affiliated relationship or other interests: Zhongneng wisdom (Beijing) Private Equity Fund Management Co., Ltd. has no affiliated relationship or interest arrangement with the company and its controlling shareholders, shareholders holding more than 5%, actual controllers, directors, supervisors and senior managers, and does not hold the shares of the company directly or indirectly.
(II) limited partners
1. Zhongneng fusion Smart Technology Co., Ltd
Company name: Zhongneng Integrated Intelligent Technology Co., Ltd
Company type: limited liability company
Unified social credit Code: 91110102ma01ffj36j
Main business premises: No. 3-d1, third floor, building 8, No. 11 Hepingli East Street, Dongcheng District, Beijing
Registered capital: 138889200 yuan
Date of establishment: November 7, 2018
Business scope: technology development, technical services, technology transfer and technical consultation; Data processing (except for bank card centers in data processing and cloud computing data centers with pue value above 1.5); Information security maintenance technology; Cloud computing data center; Intelligent design and simulation; Energy saving and environmental protection technology; New energy technology; Intelligent manufacturing technology; Remote monitoring and diagnosis service; Operation and maintenance services; Network crowdsourcing service; Software development; Online payment integration application; Enterprise management consulting; Intelligent Siasun Robot&Automation Co.Ltd(300024) R & D and sales; Sales of electronic products, machinery and equipment. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
China energy fusion Smart Technology Co., Ltd. has no relationship with the company.
2. Shanghai Aladdin Biochemical Technology Co.Ltd(688179) legend Technology Co., Ltd
Company name: Shanghai Aladdin Biochemical Technology Co.Ltd(688179) legend Technology Co., Ltd
Company type: limited liability company
Unified social credit Code: 91110105ma00bd539d
Main business location: unit 01E, 3501, floor 35, No. 77, Jianguo Road, Chaoyang District, Beijing
Registered capital: 80 million yuan
Date of establishment: January 2017-
