Securities code: Zhongshan Public Utilities Group Co.Ltd(000685) securities abbreviation: Zhongshan Public Utilities Group Co.Ltd(000685) Announcement No.: 2022015 Zhongshan Public Utilities Group Co.Ltd(000685)
Announcement on the establishment of Zhongshan Public Utilities Group Co.Ltd(000685) new energy industry fund and related party transactions
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 related party transactions
1. In order to promote the implementation of the 20212026 development strategic plan of Zhongshan Public Utilities Group Co.Ltd(000685) (hereinafter referred to as “the company” or ” Zhongshan Public Utilities Group Co.Ltd(000685) “), implement the development idea of the company’s second growth pole new energy industry, give full play to the synergy advantages of the company and Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) “), realize the benign interaction between industrial resources and financial capital, and help the company’s business development. The company’s wholly-owned subsidiary Zhongshan Public Utilities Group Co.Ltd(000685) Environmental Protection Industry Investment Co., Ltd. (hereinafter referred to as “public environmental investment”) plans to invest 1.5 billion yuan to jointly establish Zhongshan Public Utilities Group Co.Ltd(000685) Guangfa Xinde new energy industry fund with Gf Securities Co.Ltd(000776) wholly-owned subsidiaries Guangfa Xinde Investment Management Co., Ltd. (hereinafter referred to as “Guangfa Xinde”) and Guangfa Qianhe Investment Co., Ltd. (hereinafter referred to as “Guangfa Qianhe”) (limited partnership) (finally subject to industrial and commercial registration, hereinafter referred to as “new energy industry fund”).
The new energy industry fund established this time is in the form of limited partnership, with a total scale of 3 billion yuan. Among them, public environmental investment contributed 1.5 billion yuan, accounting for 50%; GF Xinde invested 600 million yuan as the fund manager, accounting for 20%; GF Qianhe invested 900 million yuan, accounting for 30%.
2. Among the partners jointly establishing the new energy industry fund, public environmental investment is the wholly-owned subsidiary of the company, and Guangfa Xinde and Guangfa Qianhe are all wholly-owned subsidiaries of Gf Securities Co.Ltd(000776) ; The company is a shareholder of Gf Securities Co.Ltd(000776) and now holds 686754216 Gf Securities Co.Ltd(000776) A shares, accounting for 9.01% of the total share capital of Gf Securities Co.Ltd(000776) and public international (Hong Kong) Investment Co., Ltd., a wholly-owned subsidiary of the company, holds 100904000 Gf Securities Co.Ltd(000776) H shares, accounting for 1.32% of the total share capital of Gf Securities Co.Ltd(000776) with a total share capital of about 10.33%, Mr. Guo Jingyi, chairman of the company, served as Gf Securities Co.Ltd(000776) director. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, this foreign investment constitutes a connected transaction.
3. On March 11, 2022, the company held the 3rd interim meeting of the 10th board of directors in 2022. The proposal on the establishment of Zhongshan Public Utilities Group Co.Ltd(000685) new energy industry fund and related party transactions was deliberated and adopted by non related directors with 7 affirmative votes, 0 negative votes and 0 abstention, and the related director Mr. Guo Jingyi avoided voting; The independent directors of the company issued prior approval opinions on the related party transactions and expressed independent opinions on the related party transactions.
This transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting. 4. This transaction constitutes a related party transaction of a listed company and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
(I) Guangfa Xinde Investment Management Co., Ltd
1. Company Name: Guangfa Xinde Investment Management Co., Ltd
Address: room b607, building 1, No. 275, Xintuo Road, Daxie Development Zone, Ningbo, Zhejiang
Company type: limited liability company
Legal representative: Xiao Xuesheng
Registered capital: RMB 2800 million
Unified social credit Code: 916501006824506815
Main business: equity investment; Provide clients with equity investment financial advisory services and other businesses approved by the CSRC. Its shareholder: Gf Securities Co.Ltd(000776) 100% holding.
2. Status of related parties and financial data of the latest fiscal year
Guangfa Xinde has been operating well in the past three years. In 2020, Guangfa Xinde had an operating revenue of 1.503 billion yuan, a net profit of 921 million yuan and a net asset of 5.629 billion yuan at the end of 2020 (audited data).
Guangfa Xinde’s operating revenue from January to September 2021 was 1.194 billion yuan, its net profit was 783 million yuan, and its net assets at the end of September 2021 was 6.395 billion yuan (unaudited data).
3. Description of specific relationship
Guangfa Xinde is a wholly-owned subsidiary of Gf Securities Co.Ltd(000776) and the company holds about 10.33% of the shares of Gf Securities Co.Ltd(000776) and Mr. Guo Jingyi, chairman of the company, serves as the director of Gf Securities Co.Ltd(000776) company. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, GF Xinde is an affiliated legal person of the company.
4. Whether the related party is a dishonest person: No.
(II) Guangfa Qianhe Investment Co., Ltd
1. Company Name: Guangfa Qianhe Investment Co., Ltd
Address: room 206, No. 3, Xingfu West Street, Beifang Town, Huairou District, Beijing
Company type: limited liability company
Legal representative: Ao Xiaomin
Registered capital: RMB 7103.5 million
Unified social credit Code: 9111 North Huajin Chemical Industries Co.Ltd(000059) 6062543m
Main business: project investment; Investment management.
Its shareholder: Gf Securities Co.Ltd(000776) 100% holding.
2. Status of related parties and financial data of the latest fiscal year
Guangfa Qianhe has been operating well in the past three years. The operating revenue of GF Qianhe in 2020 was 885 million yuan, the net profit was 563 million yuan, and the net assets at the end of 2020 was 5.348 billion yuan (audited data).
Guangfa Qianhe’s operating income from January to September 2021 was 1.362 billion yuan, its net profit was 968 million yuan, and its net assets at the end of September 2021 was 8.834 billion yuan (unaudited data).
3. Description of specific relationship
Guangfa Qianhe is a wholly-owned subsidiary of Gf Securities Co.Ltd(000776) and the company holds about 10.33% of the shares of Gf Securities Co.Ltd(000776) and Mr. Guo Jingyi, chairman of the company, serves as the director of Gf Securities Co.Ltd(000776) company. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, GF Qianhe is an affiliated legal person of the company.
4. Whether the related party is a dishonest person: No.
3、 Basic information of the fund to be invested and main contents of the cooperation agreement to be signed
1. Fund Name: Zhongshan Public Utilities Group Co.Ltd(000685) Guangfa Xinde new energy industry fund (limited partnership) (tentative name, subject to industrial and commercial registration)
2. Fund scale: RMB 3 billion
3. Registered place of the Fund: Zhongshan City
4. Form of fund: limited partnership
5. Manager / general partner: Guangfa Xinde Investment Management Co., Ltd
6. Capital contribution: the proposed subscribed capital contribution of public environmental investment is RMB 1.5 billion, accounting for 50% of the total subscribed capital contribution; GF Xinde plans to subscribe 600 million yuan, accounting for 20% of the total subscribed capital; GF Qianhe plans to subscribe 900 million yuan, accounting for 30% of the total subscribed capital.
The above-mentioned investors all contribute in currency, and the source of funds is the self owned funds of each investor.
7. Each partner shall make capital contribution to the partnership in four phases, and the amount of capital contribution in each phase shall be 25% of the capital contribution subscribed by each partner. After the total amount of investment paid by the partnership to the invested enterprise exceeds 70% of the total amount of capital contribution paid by the partnership at that time, each partner shall pay the next capital contribution to the partnership according to the payment notice issued by the manager.
8. Partnership term: the partnership term of the partnership is 15 years.
9. Business scope of partnership: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after completing the filing and registration of China Securities Investment Fund Association).
10. Investment direction: it mainly invests in the field of new energy and new energy related industrial chain, taking into account other emerging industries. The amount invested in the field of new energy and new energy related industrial chain shall not be less than 50% of the total contribution of the partnership.
11. Exit method: the manager will realize the realization of investment at an appropriate time. When selling or otherwise disposing of investment projects, he can choose the applicable exit strategy according to law.
4、 Pricing policy and basis of transaction
This connected transaction follows the principles of fairness, impartiality, fairness and mutual benefit. Through negotiation, all parties to the transaction agree to contribute in cash to establish a new energy industry fund. The equity proportion of all parties is determined according to the amount of contribution. The pricing is fair and reasonable, in line with the principle of marketization, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
5、 Other arrangements involving connected transactions
This transaction has no problems such as personnel resettlement, land leasing and debt restructuring, and there will be no horizontal competition or new related party transactions.
6、 Transaction purpose and impact on Listed Companies
1. Purpose of transaction
In combination with national policies and industrial trends, according to the company’s development strategy from 2021 to 2026, give full play to the company’s advantages in industrial operation and local resources, and the specialty of securities companies in market-oriented operation, M & A and financial innovation, so as to realize the benign interaction between industrial resources and financial capital. With the help of capital investment and operation platform, equity funds serve the industry, and use equity investment means to help “promote production through investment” and “promote introduction through investment”, so as to pave the way for better undertaking large projects, deeply cultivate the local area, integrate into the bay area, and promote the implementation of the company’s strategy.
2. Impact on Listed Companies
The project is an equity investment fund, which takes equity investment as the entry point, gives full play to the synergy between the company and Gf Securities Co.Ltd(000776) and relies on the fund to realize the benign interaction between industrial resources and financial capital, conduct research and layout of new energy related businesses, and promote the company’s high-quality industrial M & A of high-quality new energy targets at home and abroad in the medium and long term, Deeply involved in the operation and management of new energy targets to create a second growth curve. The company has stable cash flow. The establishment of the new energy industry fund is not expected to have a significant adverse impact on the company’s current and future financial status and operation.
7、 Accumulated various connected transactions with the connected person
From January 1, 2022 to now, the total amount of various related party transactions between the company and Gf Securities Co.Ltd(000776) and other related parties controlled by the same subject or controlled by each other is RMB 17.54 (securities brokerage commission, excluding this transaction).
8、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
Guangfa Xinde and Guangfa Qianhe are wholly-owned subsidiaries of Gf Securities Co.Ltd(000776) and the company holds about 10.33% of the shares of Gf Securities Co.Ltd(000776) and Mr. Guo Jingyi, chairman of the company, serves as the director of Gf Securities Co.Ltd(000776) company. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, GF Xinde and GF Qianhe are affiliated legal persons of the company.
Public environmental investment, a wholly-owned subsidiary of the company, plans to invest 1.5 billion yuan in the form of its own funds to jointly establish a new energy industry fund with Guangfa Xinde and Guangfa Qianhe, which is conducive to giving full play to the advantages of the company in industrial operation and local resources, realizing the benign interaction between industrial resources and financial capital, conducive to the long-term development of the company and in line with the interests of the company and all shareholders, There is no violation of the principles of openness, fairness and impartiality, no behavior that damages the interests of the company and minority shareholders, and will not affect the independence of the listed company. It is agreed to submit the proposal to the board of directors of the company for deliberation.
(II) independent opinions of independent directors
1. The voting procedures of the board of directors comply with the company law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations, normative documents and the relevant provisions of the articles of association.
2. The transaction pricing procedure of the project is legal and fair, and will not harm the interests of the company.
3. The third extraordinary meeting of the 10th board of directors in 2022 reviewed the related party transaction, and the related directors have avoided voting.
4. The above-mentioned related party transactions are normal and legal economic behaviors. The transaction price is based on the market price, does not violate the principles of openness, fairness and impartiality, does not damage the interests of the company and non related shareholders, and does not use the related relationship to transfer interests or occupy the interests of the company. Their transaction behavior is conducive to the normal operation of the company and in line with the interests of the company and all shareholders.
In conclusion, we recognize this related party transaction.
9、 Documents for future reference
1. Resolution of the 3rd interim meeting of the 10th board of directors in 2022;
2. Prior approval opinions of independent directors on the establishment of Zhongshan Public Utilities Group Co.Ltd(000685) new energy industry fund and related party transactions; 3. Independent opinions of independent directors on the establishment of Zhongshan Public Utilities Group Co.Ltd(000685) new energy industry fund and related party transactions;
4. Zhongshan Public Utilities Group Co.Ltd(000685) GF Xinde new energy industry investment partnership (limited partnership) partnership agreement (Draft)
It is hereby announced.
Zhongshan Public Utilities Group Co.Ltd(000685) board of directors
March 11, 2002
