Securities code: Gf Securities Co.Ltd(000776) securities abbreviation: Gf Securities Co.Ltd(000776) Announcement No.: 2022022 announcement on related / connected transactions jointly invested by Guangfa Xinde Investment Management Co., Ltd., Guangfa Qianhe Investment Co., Ltd. and Zhongshan Public Utilities Group Co.Ltd(000685) Environmental Protection Industry Investment Co., Ltd
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.
1、 Overview of related party / connected transactions and foreign investment
1. Guangfa Xinde Investment Management Co., Ltd. (hereinafter referred to as “Guangfa Xinde”), a wholly-owned subsidiary of Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) ” company “or” the company “), intends to establish Zhongshan Public Utilities Group Co.Ltd(000685) Guangfa Xinde new energy industry fund (Limited partnership) (tentative name, subject to the name approved by the Administration for Industry and commerce, hereinafter referred to as” the fund “), Guangfa Qianhe Investment Co., Ltd. (hereinafter referred to as “Guangfa Qianhe”), a wholly-owned subsidiary of the company, and Zhongshan Public Utilities Group Co.Ltd(000685) (hereinafter referred to as ” Zhongshan Public Utilities Group Co.Ltd(000685) “), a wholly-owned subsidiary of Zhongshan Public Utilities Group Co.Ltd(000685) Environmental Protection Industry Investment Co., Ltd. (hereinafter referred to as “public environmental investment”) intend to jointly invest in the fund with Guangfa Xinde.
The fund is in the form of limited partnership, with a total subscribed capital contribution of 3 billion yuan; Guangfa Xinde plans to subscribe 600 million yuan, Guangfa Qianhe plans to subscribe 900 million yuan, and public environmental investment plans to subscribe 1.5 billion yuan.
2. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the Listing Rules of the stock exchange of Hong Kong Limited, Zhongshan Public Utilities Group Co.Ltd(000685) and its persons acting in concert hold more than 10% of the shares of the company. Mr. Guo Jingyi, the director of the company, serves as the chairman of Zhongshan Public Utilities Group Co.Ltd(000685) and Zhongshan Public Utilities Group Co.Ltd(000685) and public environmental investment constitute the related / connected parties of the company. Public environmental investment and its wholly-owned subsidiaries Guangfa Xinde, Guangfa Qianhe and joint investment in the establishment of funds constitute related party / connected transactions.
3. According to the relevant provisions of the Securities Listing Rules of the stock exchange of Hong Kong Limited and the management system of connected transactions of the company, this connected / connected transaction needs to be submitted to the board of directors for deliberation, but it does not reach the amount to be submitted to the general meeting of shareholders for deliberation, so it is not necessary to submit it to the general meeting of shareholders for deliberation.
4. On March 11, 2022, the company held the 22nd Meeting of the 10th board of directors to consider and approve the transaction, in which Mr. Guo Jingyi, a related / company director, avoided voting. Voting of the board of directors: 10 affirmative votes, 0 negative votes and 0 abstention votes.
Mr. Fan Lifu, Mr. Hu bin, Ms. Liang shuoling and Mr. Li Wenjing, the independent directors, all issued their prior approval opinions of “agreeing to submit this proposal to the board of directors for deliberation”.
For this connected / connected transaction, independent directors Mr. Fan Lifu, Mr. Hu bin The independent opinions expressed by Ms. Liang shuoling and Mr. Li Wenjing are: “1. The investment and establishment of the fund in this connected / connected transaction will give full play to the company’s strengths in market-oriented operation, M & A and financial innovation, create value for partners and realize the benign interaction between industrial resources and financial capital; it will help the company further optimize its business structure and have a positive impact on improving the company’s profit level. 2. The content of this connected / connected transaction is consistent Reasonable and fair pricing will not affect the independence of the company’s business activities. 3. The review and decision-making procedures of this connected / connected transaction comply with the provisions of laws, administrative regulations, departmental rules and other normative documents. Therefore, we believe that this connected / connected transaction complies with the relevant provisions of external laws and regulations and the company’s internal rules and regulations, and there is no situation that damages the interests of the company and other shareholders, especially non connected / connected shareholders and minority shareholders “.
5. This connected / connected transaction does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies, and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties / connected parties and investors
1. Guangfa Xinde Investment Management Co., Ltd
Domicile (registered address): room b607, building 1, No. 275, Xintuo Road, Daxie Development Zone, Ningbo, Zhejiang Province
Nature of enterprise: limited liability company
Main office location: 26th floor, Gf Securities Co.Ltd(000776) building, No. 26, Machang Road, Tianhe District, Guangzhou
Legal representative: Xiao Xuesheng
Registered capital: RMB 2800 million
Date of establishment: December 3, 2008
Registration number of business license: 916501006824506815
Main business: equity investment; Provide clients with financial advisory services for equity investment and other businesses approved by the CSRC.
Shareholder: Gf Securities Co.Ltd(000776) 100% holding.
Actual controller: no actual controller.
Guangfa Xinde has been operating well in the past three years. The financial data of the latest fiscal year and the first period are as follows:
Guangfa Xinde’s operating revenue in 2020 was 1.503 billion yuan, its net profit was 921 million yuan, and its net assets at the end of 2020 was 5.629 billion yuan (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).
2. Guangfa Qianhe Investment Co., Ltd
Domicile (registered address): room 206, No. 3, Xingfu West Street, Beifang Town, Huairou District, Beijing
Nature of enterprise: limited liability company
Main office location: No. 6, Tianhe Road, Guangzhou
Legal representative: Ao Xiaomin
Registered capital: RMB 7103.5 million
Date of establishment: May 11, 2012
Registration number of business license: 9111 North Huajin Chemical Industries Co.Ltd(000059) 62543m
Main business: project investment; Investment management.
Shareholder: Gf Securities Co.Ltd(000776) 100% holding.
Actual controller: no actual controller.
Guangfa Qianhe has been operating well in the past three years. The financial data of the latest fiscal year and the first period are as follows: the operating revenue of Guangfa 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. Zhongshan Public Utilities Group Co.Ltd(000685) Environmental Protection Industry Investment Co., Ltd. (related party / connected party)
Domicile (registered address): Room 601, floor 5-6, main building, No. 18, Xingzhong Road, East District, Zhongshan City
Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Xu Yong
Registered capital: RMB 300 million
Date of establishment: May 15, 2015
Business license registration number: 91442000345354875g
Main business: environmental protection industry investment and investment management.
Shareholder: Zhongshan Public Utilities Group Co.Ltd(000685) 100% holding.
Actual controller: state owned assets supervision and Administration Commission of Zhongshan Municipal People’s government.
Public environmental investment has been operating well in the past three years. The financial data of the latest fiscal year and the first period are as follows: the operating revenue of public environmental investment in 2020 is 219 million yuan, the net profit is 114 million yuan, and the net assets at the end of 2020 is 546 million yuan (audited data).
From January to September 2021, the operating revenue of public environmental investment was 150 million yuan, the net profit was 51 million yuan, and the net assets at the end of September 2021 was 597 million yuan (unaudited data).
Zhongshan Public Utilities Group Co.Ltd(000685) and its persons acting in concert hold more than 10% of the shares of the company. Mr. Guo Jingyi, the director of the company, serves as the chairman of Zhongshan Public Utilities Group Co.Ltd(000685) and public environmental investment is a wholly-owned subsidiary of Zhongshan Public Utilities Group Co.Ltd(000685) and is an associated / connected legal person of the company in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the Securities Listing Rules of the stock exchange of Hong Kong Limited.
As of the disclosure date of this announcement, after inquiry, credit China website（ http://www.creditchina.gov.cn./ ）National enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html ）China executive information disclosure network（ http://shixin.court.gov.cn./ ）. national court dishonest Executees list information publishing and inquiry website（ http://shixin.court.gov.cn./index.html ）, Guangfa Xinde, Guangfa Qianhe and public environmental investment were not included in the dishonest Executees.
3、 Basic information of related party / connected transaction and joint investment object
1. Guangfa Xinde, Guangfa Qianhe and public environmental investment plan to jointly contribute to the establishment of Zhongshan Public Utilities Group Co.Ltd(000685) Guangfa Xinde new energy industry fund (limited partnership) (tentative name).
2. The fund is in the form of limited partnership, and the total subscribed capital contribution is the total subscribed capital contribution of all partners of the partnership, totaling 3 billion yuan. Among them, GF Xinde plans to subscribe 600 million yuan, GF Qianhe plans to subscribe 900 million yuan, and public environmental investment plans to subscribe 1.5 billion yuan. The above investors make capital contributions in cash, and the source of funds is the self owned funds of each investor.
4、 Pricing policy and basis of transaction
If the pricing principle of the company is not followed, the interests of the company will not be damaged. 5、 Main contents of the transaction agreement
On March 11, 2022, the company held the 22nd Meeting of the 10th board of directors to consider and approve the transaction; Guangfa Xinde, Guangfa Qianhe will jointly sign the partnership agreement after completing the relevant approval procedures of public environmental investment in accordance with the resolution of the board of directors. The main contents of the partnership agreement are:
1. Guangfa Xinde, Guangfa Qianhe and public environmental investment plan to jointly contribute to the establishment of Zhongshan Public Utilities Group Co.Ltd(000685) Guangfa Xinde new energy industry fund (limited partnership) (tentative name).
2. The fund is in the form of limited partnership, and the total subscribed capital contribution is the total subscribed capital contribution of all partners of the partnership, totaling 3 billion yuan. Among them, GF Xinde, as the general partner, plans to subscribe 600 million yuan, accounting for 20% of the total subscribed capital; Guangfa Qianhe, as a limited partner, plans to subscribe 900 million yuan, accounting for 30% of the total subscribed capital; Public environmental investment, as a limited partner, plans to subscribe 1.5 billion yuan, accounting for 50% of the total subscribed capital.
3. Each partner shall make capital contribution to the partnership in four phases, and the capital contribution of 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.
4. Term: the partnership term of the partnership is 15 years.
5. Business scope: 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 with China Securities Investment Fund Association).
6. Investment direction: the fund will mainly invest 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.
7. 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.
6、 Other arrangements involving connected / connected transactions
After the completion of this transaction, the company will jointly abide by the institutional arrangements of the fund with other parties. There will be no competition between the company and its related parties. After the completion of this transaction, the company will continue to maintain its independence from Zhongshan Public Utilities Group Co.Ltd(000685) in terms of personnel, assets, finance and business.
7、 Purpose of this transaction and its impact on Listed Companies
1. Purpose of this transaction
The fund will mainly invest 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 capital contribution of the partnership, give full play to the company’s strengths in market-oriented operation, M & a reorganization and financial innovation, and create value for partners, Realize the benign interaction between industrial resources and financial capital.
2. Impact of this transaction on the company
The completion of this transaction will help the company further optimize its business structure and have a positive impact on improving the company’s profit level.
8、 Accumulated various connected / connected transactions with connected / connected persons
From January 1, 2022 to now, the total amount of various connected / connected transactions between the company and Zhongshan Public Utilities Group Co.Ltd(000685) and other connected / connected persons controlled by the same subject or having control relationship with each other is about RMB 17.54 (it is the Commission of securities brokerage business, excluding this transaction).
9、 Prior approval and independent opinions of independent directors
Mr. Fan Lifu, Mr. Hu bin, Ms. Liang shuoling and Mr. Li Wenjing, the independent directors, all issued their prior approval opinions of “agreeing to submit this proposal to the board of directors for deliberation”.
For this connected / connected transaction, independent directors Mr. Fan Lifu, Mr. Hu bin, Ms. Liang shuoling and Mr. Li Wenjing expressed the following independent opinions:
“1. The investment and establishment of the fund in this connected / connected transaction will give full play to the company’s strengths in market-oriented operation, M & A and financial innovation, create value for partners and realize the benign interaction between industrial resources and financial capital; it will help the company further optimize its business structure and have a positive impact on improving the company’s profit level.
2. The content of this connected / connected transaction is reasonable and the pricing is fair, which does not affect the independence of the company’s business activities. 3. The review and decision-making procedures of this connected / connected transaction comply with the provisions of laws, administrative regulations, departmental rules and other normative documents.
Therefore, we believe that this connected / connected transaction complies with the relevant provisions of external laws and regulations and the company’s internal rules and regulations, and there is no situation that damages the interests of the company and other shareholders, especially non connected / connected shareholders and minority shareholders “.
10、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 10th board of directors;
2. Prior approval opinions and opinions of independent directors
