Securities code: Zhejiang Runtu Co.Ltd(002440) securities abbreviation: Zhejiang Runtu Co.Ltd(002440) Announcement No.: 2022004 Zhejiang Runtu Co.Ltd(002440)
Announcement on joint investment with professional investment institutions
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.
Important content tips:
Name of proposed investment object: Wuxi Tongchuang Zhixin venture capital partnership (limited partnership)
Proposed investment amount: RMB 22 million
Risk tip: the participating funds still need to complete the product filing and registration with the China Securities Investment Fund Industry Association, and there is still uncertainty about the progress and completion of subsequent raising and investment. The investment may be affected by external factors, and there is a risk that the expected benefits can not be realized. At the same time, the foreign investment process of investment funds will be affected by policies, taxes, economic cycles, operation and management of investment targets and other factors, and may also face risks such as improper selection of investment targets of investment funds, wrong decision-making, investment failure and loss.
1、 Overview of foreign investment
Zhejiang Runtu Co.Ltd(002440) (hereinafter referred to as “the company”) recently signed with the fund manager and general partner Shenzhen Tongchuang Jinxiu Asset Management Co., Ltd. (hereinafter referred to as “Tongchuang Jinxiu”) and other limited partners through the merger and acquisition master fund runtujinheng (Jiaxing) investment partnership (limited partnership) (hereinafter referred to as “runtujinheng”) with 100% of the total capital contribution of the company According to the partnership agreement of Wuxi Tongchuang Zhixin venture capital partnership (limited partnership) (hereinafter referred to as “this Agreement”), Runtu Jinheng plans to invest 22 million yuan in Wuxi Tongchuang Zhixin venture capital partnership (limited partnership) with its own funds. Wuxi Tongchuang Zhixin venture capital partnership (limited partnership) focuses on the equity of unlisted enterprises in emerging industries such as semiconductors. The target scale of the fund is RMB 90 million.
According to the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, the articles of association and the company’s authorization management system, this investment is within the approval authority of the chairman authorized by the board of directors.
This foreign investment does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of professional investment institutions
Organization Name: Shenzhen Tongchuang Jinxiu Asset Management Co., Ltd
Organization type: limited liability company (sole proprietorship of legal person)
Unified social credit Code: 91440 Shanghai Kinetic Medical Co.Ltd(300326) 2343683
Date of establishment: December 24, 2014
Legal representative: Zheng Weihe
Registered capital: 100 million yuan
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
Controlling shareholder: Shenzhen Tongchuang Weiye Asset Management Co., Ltd
Actual controllers: Zheng Weihe, Huang Li
Main investment fields (business scope): entrusted asset management (not engaged in trust, financial asset management, securities asset management and other businesses); Equity investment, investment consultation and financial consultation (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining permission); Enterprise management consulting; Invest and set up industries (specific projects will be reported separately).
Registration and filing: Shenzhen Tongchuang Jinxiu Asset Management Co., Ltd. has fulfilled 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 p1010186.
Description of related relationship or other interests: Shenzhen Tongchuang Jinxiu Asset Management Co., Ltd. has no related relationship or interest arrangement with the company and its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers, and does not hold the shares of the company directly or indirectly.
3、 Details of the investment fund and main contents of the partnership agreement
(I) Name: Wuxi Tongchuang Zhixin venture capital partnership (limited partnership)
(II) organizational form: limited partnership
(III) fund scale: RMB 90 million
(IV) fund manager: Shenzhen Tongchuang Jinxiu Asset Management Co., Ltd
(V) capital contribution method: all partners’ capital contributions are made in RMB cash
(VI) contribution progress: the fund is invested in two phases, with 50% paid in each phase, subject to the payment notice delivered by the general partner. In the process of fund raising, if an individual partner is approved by the general partner due to his fund arrangement and other reasons, the limited partner may pay in one time or by installments according to the method, number of installments and / or payment amount of each installment separately agreed between him and the general partner
(VII) the investment fund is still in centralized raising. Up to now, the subscription of the fund is as follows:
No. partner name or partner type subscribed capital contribution proportion of subscribed capital contribution (RMB 10000)
1 general partner of Shenzhen Tongchuang Jinxiu Asset Management Co., Ltd. 100000 4.00%
2. Runtu Jinheng (Jiaxing) investment partnership (with limited partners 2200000 88.00% limited partnership)
3 Qingdao Tongchuang Tongyun private equity investment fund Co., Ltd. 200000 8.00% partnership (limited partnership)
Total amount 2500000 100.00%
(VIII) duration: the duration of a limited partnership is 8 years. Calculated from the date of establishment of the partnership, the first to third years of the duration are the investment period, the exit period is from the end of the investment period to the seventh year of the duration, and the eighth year of the duration is the extension period.
(IX) management fee: during the investment period agreed in this agreement, the limited partnership shall pay the management fee at 2% of the subscribed capital contribution of each partner per year; During the withdrawal period agreed in this agreement, the limited partnership shall pay a management fee of 2% per year of the capital of the project that has not been withdrawn (the annual payment standard is based on the capital of the project that has not been withdrawn on the beginning date of the calendar year of the limited partnership) apportioned by each partner according to the proportion of its subscribed capital contribution; During the extension period and liquidation period agreed in this agreement, the limited partnership does not need to pay management fee.
(x) exit mechanism: the partnership exits the invested enterprise through equity / share transfer, repurchase by the shareholders of the invested enterprise, liquidation of the invested enterprise and other legal and compliant exit methods.
Limited partners may withdraw from the limited partnership by transferring their limited partnership interests in accordance with the partnership agreement. In addition, limited partners shall not request to withdraw from the partnership or recover the investment principal in advance. If a limited partner has to withdraw from the partnership in order to meet the changes of laws, regulations and the regulatory provisions of the competent authority and the regulatory requirements of the competent authority, the limited partner may withdraw from the partnership with the consent of all partners.
（11） Investment direction: focus on the equity of unlisted enterprises in emerging industries such as semiconductors. （12） Management mode of investment fund: professional investment institution Tongchuang Jinxiu will act as the manager and general partner of the proposed investment fund. Tongchuang Jinxiu sets up a fund investment committee, which is the only investment decision-making body of the partnership. The Investment Committee exercises the following functions: the establishment of foreign investment of the partnership; Deliberating and making decisions on the foreign investment of the partnership; Review and decide on the investment withdrawal of the partnership; Review and make decisions on agreements related to the partnership’s foreign investment. The investment committee is composed of five members. The voting at the meeting of the investment committee is in writing. Each member of the investment committee has one vote; The voting opinions can only be consent or disapproval, and shall not abstain; Voting opinions shall not be attached with effective conditions. The voting of all proposals of the investment committee shall be valid only after more than four fifths (including this number) of all members of the investment committee pass.
（13） Income distribution: first, return the paid in capital to all partners until the total amount distributed by all partners reaches all the paid in capital contributions paid to the limited partnership at that time; If there is any balance, it shall be distributed according to the proportion of 80% of the limited partner and 20% of the general partner (or its designated affiliate or designated subject) (this 20% part is called “performance compensation”).
4、 Other instructions
1. More than 5% of the shares of the company’s investment shareholders, controlling shareholders, supervisors and fund managers are not actually held by the controlling shareholders and fund managers.
2. The company’s cooperation with professional investment institutions will not lead to horizontal competition or related party transactions.
3. The company did not use the over raised funds for permanent replenishment of working capital within 12 months before the joint investment with professional investment institutions.
4. Accounting method of the company for the Fund: the fund investment of the company will be accounted for in other non current financial assets.
5. The company does not have one vote veto over the proposed investment object of the fund.
5、 Investment purpose, existing risks and impact on Listed Companies
1. Purpose of foreign investment
The company’s investment in Wuxi Tongchuang Zhixin venture capital partnership (limited partnership) will make effective use of the company’s idle funds, improve the company’s fund utilization rate, enable the company to obtain higher income, which is in line with the interests of all shareholders of the company.
2. Existing risks
(1) The fund invested this time is still in the raising stage, and there are uncertainties in the follow-up raising, investment progress and completion;
(2) This investment has no guaranteed principal and minimum return commitment. The fund focuses on the equity of unlisted enterprises in emerging industries such as semiconductors. The investment object of the fund is vulnerable to various factors such as policies, taxes, changes in market conditions, industrial policy supervision, market competition pattern, operation and management of the investment object, and then affects the value of the fund’s investment portfolio, May face the risk of wrong decision-making, investment failure and loss;
(3) The general partner Tongchuang Jinxiu is responsible for the execution of partnership affairs and the daily operation and management of the partnership. As a limited partner, the company will implement supervision, suggestions and other rights to prevent risks in accordance with the provisions of the partnership agreement.
The company will pay close attention to the progress of investment fund raising, operation, management, investment decision-making and post investment management, so as to prevent and reduce relevant investment risks.
3. Impact on Listed Companies
The capital source of this investment is the company’s own capital. It will not affect the normal operation of the company’s production and operation activities, and will not have a significant impact on the company’s financial and operating conditions.
Please invest rationally and pay attention to risks.
It is hereby announced.
Zhejiang Runtu Co.Ltd(002440)
Board of directors
March 9, 2002
