Nan Jing Xin Jie Kou Department Store Co.Ltd(600682)
With regard to the announcement on the establishment of life and health industry fund by holding subsidiaries, 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 responsibilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Shandong Qilu stem cell engineering Co., Ltd. (hereinafter referred to as Qilu stem cells), a holding subsidiary of Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) (hereinafter referred to as Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) , the company or the company), plans to invest 629.3 million yuan to establish a life and health industry fund.
This transaction 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.
This transaction is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation and approval.
1、 Overview of foreign investment
Qilu stem cell, the holding subsidiary of the company, mainly earns profits from cord blood hematopoietic stem cell storage business, and its main business area is Shandong Province. In order to implement the development strategy of Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) and give full play to the advantages of Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) in the technical standards and storage scale of cell industry, realize the diversification of products and the accelerated expansion of business fields through R & D cooperation, technology investment, industrial M & A and other means, realize the two wheel drive of industry and capital, accelerate the listing of products, promote business innovation and improve R & D capability, To further enhance the core competitiveness of enterprises. To this end, Qilu stem cells, Beijing Daxie Investment Management Co., Ltd. (hereinafter referred to as Daxie investment) and Shenzhen NANYAO Technology Co., Ltd. (hereinafter referred to as NANYAO Technology) plan to jointly initiate the establishment of a life and health industry fund (hereinafter referred to as the fund or the fund). After the establishment of the fund, it will focus on investment in biomedicine, cell therapy and related life and health fields.
On March 7, 2022, the company held the 20th meeting of the 9th board of directors by means of communication voting. The meeting deliberated and adopted the proposal on investment and establishment of life and health industry fund by holding subsidiaries with 10 votes in favor, 1 vote against and 0 abstention.
2、 Basic information of the fund
Fund Name: Xinlu daze life and health industry partnership (limited partnership). (tentative name, and the final registration information shall prevail)
Organizational form: limited partnership.
General partner: big choice investment.
Limited partners: Qilu stem cell, southern pharmaceutical technology.
Fund size: RMB 70 million. Among them, Daye investment is the general partner, executive partner and fund manager, with a subscribed capital contribution of RMB 700000; Qilu stem cell is a limited partner with a subscribed capital contribution of 629.3 million yuan; Nanyang pharmaceutical technology is a limited partner with a subscribed capital contribution of RMB 70 million.
3、 Basic information of partners
1. Beijing daze Investment Management Co., Ltd
Registered address: 25-5, floor 2-4, building a 25, jintaili, Chaoyang District, Beijing.
Registered capital: 10 million yuan.
Legal representative: Zhang Yong. (general manager and executive director of the company, now vice president of East China Industrial Research Institute of life sciences of Peking University, former partner of Dongfang Gaosheng Investment Co., Ltd. and general manager of baiaoweida investment fund, with 10 years of investment experience in the pharmaceutical industry.)
Nature of enterprise: limited liability company (invested or controlled by natural person).
Business scope: 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; 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.)
Beijing daze Investment Management Co., Ltd. was established in December 2015 and has been registered as a private fund manager with China Securities Investment Fund Industry Association (No.: p1071027). Among them, Zhang Yong holds 98% and Xiang German holds 2%.
Headquartered in Beijing, the company has offices in Shenzhen and Qidong, Jiangsu. It has successively established and managed Qidong natural selection fund, Gongqingcheng natural selection fund, Hainan natural selection fund, Guangdong great selection new material fund and other funds
Fund, and assist in the operation and management of the project incubation fund of the school of life sciences of Peking University, jointly screen and cultivate the life and health projects of Peking University, and successfully invest in leading enterprises in many subdivided fields such as Shenzhen Chipscreen Biosciences Co.Ltd(688321) , qimanganese technology and so on.
2. Shenzhen NANYAO Technology Co., Ltd
Registered address: 404, unit 2, building 2, shenfang compound, No. 52, Tianbei Second Road, Cuiping community, Cuizhu street, Luohu District, Shenzhen.
Registered capital: 12 million yuan.
Legal representative: He Xiong.
Nature of enterprise: limited liability company.
Business scope: general business items are: development and sales of computer software technology, R & D of medicine, food and chemical products; China’s trade (except for the items that need to be approved before registration according to laws, administrative regulations and decisions of the State Council); Investment consultation and information consultation (excluding securities, insurance, banking and other restricted items).
Shenzhen NANYAO Technology Co., Ltd. was established in 2004 with a registered capital of 12 million yuan, of which He Xiong contributed 8% and Shenzhen qianhaipengxing health industry fund management enterprise (limited partnership) contributed 92%.
He Xiong, the legal representative of the company, is an expert member of the general health committee of China Association for trade in services. Once worked in Dongfang Gaosheng Co., Ltd., responsible for the development of pharmaceutical listed companies, assisting in the formulation of M & A strategies and the negotiation and communication of M & A targets; Served dozens of listed companies such as Huaren Pharmaceutical Co.Ltd(300110) , Fuxiang pharmaceutical and Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) . He has 11 years of experience in the pharmaceutical industry and 7 years of experience in the investment field.
The above partners have no affiliated relationship or other interest arrangements with the company; There is no affiliated relationship or interest arrangement with the controlling shareholders, actual controllers, directors, supervisors and senior managers of the listed company; At present, the above partners do not hold shares of the company directly or indirectly, nor plan to increase their shares of the company, nor participate in major asset restructuring, refinancing and other businesses of the company.
4、 Main contents of the agreement
1. Investment scope: focus on equity investment in biomedical cell therapy and related life and health fields. In principle, only invest in the above areas.
2. Investment quota: the target scale is 70 million yuan. Among them, Daye investment is the general partner, executive partner and fund manager, with a subscribed capital contribution of RMB 700000; Qilu stem cell is a limited partner with a subscribed capital contribution of 629.3 million yuan; Nanyang pharmaceutical technology is a limited partner with a subscribed capital contribution of 70 million yuan.
3. Contribution progress: the contribution shall be made according to the filing and supervision needs of China Securities Investment Fund Industry Association and the progress of project investment.
4. Duration: the duration of the fund is 7 years, which can be extended for 2 years according to the actual situation.
5. Accounting method: take the fund as the accounting subject, establish accounts and accounting independently, and prepare financial accounting reports separately.
6. Management and decision-making mechanism: the fund manager and the executive partner make investment choices.
The partnership shall establish an advisory committee with 5 members, including 2 appointed by Shandong Qilu stem cell engineering Co., Ltd., 1 appointed by the general partner and 2 external experts (specially agreed by the partners’ meeting). All foreign investment projects of the partnership shall be reported to the Advisory Committee for project approval, which shall be submitted to the investment decision-making committee for deliberation after the project approval of the Advisory Committee. The meeting of the Advisory Committee shall be held only when more than half of the members are present. Each member has one vote and each vote is equal. The proposal of the Advisory Committee shall come into force only after it is approved by more than half (including half) of the members present at the meeting.
The partnership shall establish an investment decision-making committee with three members, including one appointed by the limited partner Shandong Qilu stem cell engineering Co., Ltd. and two appointed by the general partner. On the basis of full consideration of risk control, the investment decision-making committee completes the decisions on the projects and investment matters approved by the Advisory Committee. The meeting of the investment decision-making committee can be held only when all members are present. Each member has one vote and each vote is equal. The proposal of the investment decision-making committee shall come into force only after it is approved by more than two-thirds (including two-thirds) of all members.
7. Administrative expenses
During the duration of the partnership, the annual management fee payable by the partnership shall be 2% of the total amount of capital contributions paid by all partners during the investment period; 1% of the total paid in capital contribution of all partners during the withdrawal period and extension period.
8. Income distribution mechanism
The partnership can distribute the income after the withdrawal of a single project. The distributable cash generated by the partnership’s investment in a single project shall be distributed among all partners according to the proportion of paid in capital contribution at the time point of the project as of the date of distribution, which shall be distributed in the following order:
(1) Distribute it to all partners according to the proportion of paid in capital contribution of all partners until all partners recover the investment cost of the project according to the proportion of paid in capital contribution;
(2) Distribute it to all partners according to the proportion of paid in capital contribution of all partners until the annual return on investment (simple interest) of their investment in the project reaches 8%;
(3) For the remaining part, 80% is distributed to all partners according to the proportion of paid in capital contribution of all partners, and 20% is distributed to the general partner as performance dividend. Further, 40% of the performance dividends of the general partner shall be distributed to the general partner within 30 days from the date when the partnership receives the distributable cash from the project, and the remaining 60% shall be retained in the partnership;
(4) During the liquidation of the partnership, if all partners’ paid in capital contributions have been recovered and the annual return on investment (simple interest) reaches 8%, all the retained part of the performance dividend of the general partner shall be paid to the general partner; If not, the retained part will be preferentially used to compensate the investment cost and annual investment return of all partners according to the proportion of paid in capital contribution of all partners until the annual return on investment (simple interest) reaches 8%. 5、 Risks and Countermeasures
1. Possible risks
At present, the fund is still in the preparatory stage of establishment, has not yet completed the industrial and commercial registration, and needs to be filed with China Securities Investment Fund Association. There is uncertainty in the implementation process. In addition, the fund has the characteristics of long investment cycle and low liquidity. In the investment process, it will be affected by many factors such as macro-economy, industry cycle and the operation and management of the investment target company. There may be a risk that the investment project cannot achieve the expected return due to major changes in decision-making or industry environment.
2. Risk response measures
In view of the long operation cycle of the fund and the great uncertainty of the profit prospect of the invested funds and projects, in order to control the risk, it is proposed to take measures from the following three aspects:
(1) Process and decision control. In addition to the final review of the project to be invested by the investment decision-making committee, an advisory committee shall be established to hire external experts to conduct the preliminary review of the project to be invested and control the quality;
(2) Business control. It is agreed in the fund limited partnership agreement that the fund will not invest in any enterprise that may lead to unlimited liability, and will not invest in projects outside the scope of investment, and the investment amount of a single project shall not exceed 50% of the total subscribed amount of the fund;
(3) Fund custody. The partnership entrusts a financial institution with custody qualification as the fund custodian to custody all the cash in the partnership account.
6、 Impact on the company
Qilu stem cell, the holding subsidiary of the company, mainly earns its profits from cord blood hematopoietic stem cell storage business. By building a fund platform, making use of its existing business, resources and funds, cooperating with professional institutions with industrial research and investment capacity in biomedical cell therapy, and through incubation, investment, M & a and integration of high-quality projects, it is conducive to improving the efficiency of the company’s fund use, It is conducive to expanding the company’s business in relevant fields and strengthening the company’s core competitiveness. The capital source of this investment is the company’s own funds, and the company’s risk exposure is limited to the investment amount. This investment in the fund will not have a significant impact on the operation of the company in this fiscal year.
The company will timely perform the obligation of information disclosure according to the follow-up progress of the fund. Please pay attention to the investment risk.
7、 Documents for future reference
1. Resolutions of the 20th meeting of the ninth board of directors of the company;
2. Partnership agreement of Xinlu daze life and health industry partnership (limited partnership).
It is hereby announced.
Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) board of directors March 9, 2022
