Securities code: 002323 securities abbreviation: * ST Yabo Announcement No.: 2021-101 Shandong Yabo Technology Co.Ltd(002323)
Announcement on proposed investment in industrial funds
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of foreign investment
In order to improve the future industrial layout of Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as "the company") in the new energy industry, the company held the 14th meeting of the Fifth Board of directors on December 30, 2021, deliberated and adopted the proposal on proposed investment in industrial funds, It is agreed that the company intends to participate in the industrial funds actually controlled and managed by the professional investment institution Shandong Xinye Equity Investment Management Co., Ltd. and its subsidiaries or Shanghai Yonghong Equity Investment Fund Management Co., Ltd. and its subsidiaries under the quota of 150 million yuan. The company will participate in the investment in the form of joint investment or subscription, and the funds will come from its own funds.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and relevant laws and regulations, this transaction has been deliberated and adopted at the 14th meeting of the Fifth Board of directors and needs to be submitted to the general meeting of shareholders for deliberation.
This transaction does not constitute a related party transaction or a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
Since the above matters are still in the preparatory stage and the relevant cooperation agreement has not been signed, the company requests the general meeting of shareholders to authorize the board of directors of the company to handle relevant matters including but not limited to the signing of the agreement within the above amount.
2、 Basic information of professional investment institutions
(i) Name: Shandong Xinye Equity Investment Management Co., Ltd. (hereinafter referred to as "Xinye investment") unified social credit Code: 91370100ma3d7b0k6w
Date of establishment: February 20, 2017
Registered capital: 20 million yuan
Registered address: room 408-54, 4th floor, building a4-5, Hanyu Golden Valley, No. 7000, Jingshi Road, Jinan area, China (Shandong) pilot Free Trade Zone
Legal representative: Li Jiankun
Registration and filing: the company has completed the registration with the private fund manager of China Securities Investment Fund Industry Association, with the registration code of p1064115.
Business scope: entrusted management of equity investment enterprises, investment management and related consulting services (carry out business after obtaining relevant licenses or filing, and shall not engage in financial businesses such as deposit taking, financing guarantee and customer financing without the approval of the financial regulatory department). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Main investment fields: high-end equipment manufacturing, high-end chemical industry, new energy and new materials, medical care and health, new generation information technology and other industries.
Description of association relationship: there is no association relationship with the controlling shareholder, actual controller, shareholders holding more than 5%, directors, supervisors and senior managers of the company.
Xinye investment and other entities under its control and all products under its management have not traded shares of Listed Companies in the last six months, and there has been no similar transaction between the company and the counterparty in the last three years.
（2） Name: Shanghai Yonghong Equity Investment Fund Management Co., Ltd. (hereinafter referred to as "Yonghong investment") unified social credit Code: 91310000ma1fl6c26t
Date of establishment: February 13, 2019
Registered capital: RMB 10 million
Registered address: room 2110, No. 68, Lane 1399, Husong highway, Jiuting Town, Songjiang District, Shanghai
Legal representative: Cai Jidong
Registration and filing: the company has completed the registration with the private fund manager of China Securities Investment Fund Industry Association, with the registration code of p1071024.
Business scope: equity investment management, investment management, investment consulting. [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
Main investment fields: high-end equipment manufacturing, high-end chemical industry, new energy and new materials, medical care and health, new generation information technology and other industries.
Description of association relationship: there is no association relationship with the controlling shareholder, actual controller, shareholders holding more than 5%, directors, supervisors and senior managers of the company.
Cai Jidong, the legal representative of Yonghong investment, is also the legal representative of Zaozhuang Pufan Construction Consulting Co., Ltd. (hereinafter referred to as "Pufan construction"). As a financial investor, Pufan construction participates in the company's reorganization plan and will hold 86 million shares of the company, accounting for 3.9981%. There has been no similar transaction between the company and the counterparty in the last three years.
3、 Proposed fund (subject to the final partnership agreement and industrial and commercial registration information)
The name of the fund shall be subject to the industrial and commercial registration
Fund scale: RMB 500 million (proposed)
Form of organization: limited partnership
Capital contribution less than 150 million yuan
Registered address: Fengming fund Town, Zaozhuang high tech Zone, Shandong Province (proposed)
Fund type industrial fund
Duration the duration of the fund shall not exceed 20 years
Fund manager Xinye investment and its institutions or Yonghong investment and its institutions
Management fee the management fee is calculated on a pro rata basis based on the amount under management of the fund and paid annually. The fund's management rate for the first five years was 2 per cent and will not be paid thereafter.
The fund sets a threshold rate of return of 5% (annualized simple interest). When the fund's foreign investment is recovered, the income distribution shall first recover the principal of all partners, and then distribute an annualized threshold income of 5%. 80% of the surplus shall be distributed by all contributing partners according to the proportion of capital contribution, and 20% shall be rewarded to the fund manager.
The investment direction is high-end equipment manufacturing, high-end chemical industry, new energy and new materials, medical care and health, new generation information technology and other industries
One vote veto the listed company has no one vote veto on the subject matter to be invested by the fund
4、 Investment purpose, impact on the company and existing risks
This investment will help to expand the company's future layout in the new energy industry and deepen the resource and business cooperation with relevant parties in the new energy field. This investment is in line with the company's future industrial investment development direction and further optimize the company's investment layout in the new energy industry chain.
At present, no formal agreement has been signed, and the registration of the fund has not been completed, so there is some uncertainty. At the same time, the industrial fund has the characteristics of long investment cycle and low liquidity. This investment may face a long investment payback period, and the operation of the fund will be affected by many factors such as macro-economy, industry cycle and the operation and management of the investment target company, which may face the risk of investment efficiency falling short of expectations or fund loss.
5、 Other matters
1. The controlling shareholder, actual controller, shareholders holding more than 5%, directors, supervisors and senior managers of the company did not participate in the subscription of investment fund units and did not hold any post in the investment fund.
2. At present, the fund has not been established, and it is impossible to judge whether this cooperation will lead to horizontal competition or related party transactions in the future; The company will make an agreement according to the requirements of relevant laws and regulations and disclose the progress in time.
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. Up to now, the company has not signed a partnership agreement with each fund partner, the subscribed capital contribution has not been paid, and the fund has not been formally established. The company will timely perform its continuous information disclosure obligations for this investment in accordance with relevant regulations.
Please pay attention to the investment risk.
6、 Documents for future reference
1. Resolutions of the 14th meeting of the 5th board of directors;
It is hereby announced.
Shandong Yabo Technology Co.Ltd(002323) board of directors December 31, 2021
