Securities code: 000801 securities abbreviation: Sichuan Jiuzhou Electronic Co.Ltd(000801) Announcement No.: 2022006 Sichuan Jiuzhou Electronic Co.Ltd(000801)
Announcement on the participation of holding subsidiaries in the establishment of investment funds and related party transactions
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 foreign investment
(i) Overview
Sichuan Jiuzhou Electronic Co.Ltd(000801) (hereinafter referred to as “the company”) convened the fourth meeting of the 12th board of directors on December 31, 2021, deliberated and adopted the proposal on the participation of holding subsidiaries in the establishment of investment funds and related party transactions, Shenzhen Jiuzhou Electric Appliance Co., Ltd. (hereinafter referred to as “Shenjiu electric appliance”), the holding subsidiary of the company, intends to cooperate with Sichuan Jiuzhou Electronic Co.Ltd(000801) Investment Holding Group Co., Ltd. (hereinafter referred to as ” Harbin Jiuzhou Group Co.Ltd(300040) “) and Sichuan Jiuzhou Electronic Co.Ltd(000801) Venture Capital Co., Ltd. (hereinafter referred to as “Jiuzhou venture capital”) Sichuan Jiuzhou Electronic Co.Ltd(000801) JUNHE Equity Investment Fund Management Co., Ltd. (hereinafter referred to as “Jiuzhou JUNHE”) signed the partnership agreement of Jiuzhou Junxin investment fund partnership (limited partnership), and plans to jointly invest and establish Jiuzhou Junxin investment fund partnership (limited partnership) (subject to industrial and commercial registration). The total subscribed amount of the partnership is 149 million yuan, of which Shenjiu electric, as a limited partner, contributes 70 million yuan with its own funds, accounting for 46.98% of the total subscribed amount of the partnership.
（2） Related party relationship
The co investor Harbin Jiuzhou Group Co.Ltd(300040) is the controlling shareholder of the company; Jiuzhou venture capital is a wholly-owned subsidiary of the controlling shareholder of the company; Jiuzhou JUNHE is a wholly-owned subsidiary of Jiuzhou venture capital. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a joint investment by related parties. （3） Decision making procedure
The above matters have been deliberated and adopted at the fourth meeting of the 12th board of directors of the company. The related directors Mr. Xia Ming, Ms. Cheng Qi and Ms. Yuan Hong avoided voting, and the other three unrelated directors unanimously voted. The independent directors approved in advance and expressed their independent opinions on the related party transaction. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this matter does not constitute a major connected transaction and does not need to be submitted to the general meeting of shareholders for approval. （4） This matter does not constitute a major asset reorganization
The above matters do not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies, and do not require the approval of relevant departments.
2、 Basic information of counterparty
(i) General partner
As the general partner and executive partner of the partnership, Jiuzhou JUNHE shall bear unlimited joint and several liability for the debts of the partnership.
Company name: Sichuan Jiuzhou Electronic Co.Ltd(000801) JUNHE Equity Investment Fund Management Co., Ltd
Unified social credit Code: 91510100ma67k7c847
Registered capital: RMB 10 million
Date of establishment: September 10, 2020
Address: No. 1, floor 1, building 3, No. 18-2, Lushan Avenue, Wan’an street, Tianfu New District, Chengdu, China (Sichuan) pilot Free Trade Zone
Legal representative: Zeng Qiu
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business scope: entrusted management of equity investment enterprises, investment management and related consulting services. (except for projects subject to approval according to law, they shall carry out business activities independently according to law with their business license, and shall not engage in financial activities such as illegal fund-raising and absorption of public funds).
Jiuzhou JUNHE has fulfilled the registration and filing procedures in accordance with the provisions of laws and regulations such as the measures for the registration and filing of private investment fund managers (for Trial Implementation) and the Interim Measures for the supervision and administration of private investment funds, and obtained the qualification for the filing and registration of private equity investment fund managers. The filing and registration code of private equity fund managers of China Securities Investment Fund Industry Association is p1071536. Jiuzhou JUNHE is a wholly-owned subsidiary of Jiuzhou venture capital, a wholly-owned subsidiary of Harbin Jiuzhou Group Co.Ltd(300040) the controlling shareholder of the company. It was established in September 2020. As of December 31, 2020, Jiuzhou JUNHE had total assets of 5.033 million yuan, net assets of 5.025 million yuan and net profit of 25 million yuan; As of September 30, 2021, Jiuzhou JUNHE had total assets of 6.0971 million yuan, net assets of 5.908 million yuan, operating income of 1.8139 million yuan and net profit of 905500 yuan.
Credit status: Jiuzhou JUNHE does not belong to the dishonest executee.
（2） Limited partners
1. Sichuan Jiuzhou Electronic Co.Ltd(000801) Investment Holding Group Co., Ltd
Unified social credit agent: 91510700ma660969xb
Registered capital: 300 million yuan
Date of establishment: October 29, 2020
Company domicile: No. 6, Jiuhua Road, science and Innovation Park, Mianyang City
Legal representative: Xia Ming
Company type: limited liability company (state-owned holding)
Business scope: investment, equity management and trusteeship within the scope permitted by national policies; Manufacturing and sales of radar and supporting equipment, communication equipment, Internet of things equipment, radio and television equipment, wires, cables, optical cables, electrical equipment, optoelectronic devices and semiconductor lighting software and hardware, intelligent building system, safety protection system, fire protection system, urban lighting system, training equipment, training simulation equipment, communication engineering Information system integration services and design, manufacturing, installation and sales of relevant equipment and equipment, software development, planning, design and consultation of smart city, construction, operation and maintenance of relevant intelligent system projects, satellite navigation system and application, technical research and development and technical services of new materials, processing of ordinary machinery and parts, R & D, manufacturing and services of UAV, Testing and testing, software evaluation, measurement and calibration services, equipment and instrument maintenance services, battery R & D, manufacturing and sales, property management, export of self-produced mechanical and electrical products, import of approved raw and auxiliary materials, equipment, instruments and spare parts, contracting of overseas electronic industry projects and domestic international bidding projects, automobile maintenance, sales of automobiles and auto parts, Vehicle modification and integration.
Harbin Jiuzhou Group Co.Ltd(300040) is the controlling shareholder of the company and belongs to the related person of the company. The actual controller is Mianyang state owned assets supervision and Administration Commission. As of December 31, 2020, Harbin Jiuzhou Group Co.Ltd(300040) had total assets of 27715590900 yuan, net assets of 8339108100 yuan, operating revenue of 31084606800 yuan and net profit of 4108096 billion yuan in 2020. As of September 30, 2021, Harbin Jiuzhou Group Co.Ltd(300040) has total assets of 33131482500 yuan, net assets of 9531640600 yuan, operating income of 24639224500 yuan and net profit of 265804200 yuan.
Credit status: Harbin Jiuzhou Group Co.Ltd(300040) does not belong to the dishonest executee.
2. Sichuan Jiuzhou Electronic Co.Ltd(000801) Venture Capital Co., Ltd
Unified social credit Code: 915107006972165g
Registered capital: 342.8 million yuan
Date of establishment: November 17, 2009
Company domicile: No. 83, mianxing East Road, Mianyang high tech Zone
Legal representative: Zeng Qiu
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Business scope: investment in projects permitted by national industrial policies (excluding businesses requiring pre audit such as finance, securities, insurance and financing guarantee) and operation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Jiuzhou venture capital is a wholly-owned subsidiary of the controlling shareholder of the company and an affiliate of the company. As of December 31, 2020, Jiuzhou venture capital had total assets of 250.3492 million yuan, net assets of 249.4092 million yuan, operating income of 2.7087 million yuan and net profit of 5.4854 million yuan in 2020; As of September 30, 2021, Jiuzhou venture capital had total assets of 301755600 yuan, net assets of 299013500 yuan, operating income of 4830800 yuan and net profit of 19244300 yuan.
Credit status: Jiuzhou venture capital does not belong to the dishonest executee.
3、 Basic information of investment object
1. Fund Name: Jiuzhou Junxin investment fund partnership (limited partnership)
2. Organizational form: limited partnership
3. Fund manager: Sichuan Jiuzhou Electronic Co.Ltd(000801) JUNHE Equity Investment Fund Management Co., Ltd
4. Fund scale: 149 million yuan
5. Business scope: equity investment in non-public transactions such as the equity of non listed enterprises, the equity of non-public issuance of listed companies and related consulting services.
6. Structure and mode of capital contribution:
Partner category name or contribution method subscribed capital contribution (10000 yuan)
General partner Sichuan Jiuzhou Electronic Co.Ltd(000801) JUNHE Equity Investment Fund Management Co., Ltd. currency 50
Limited partner Sichuan Jiuzhou Electronic Co.Ltd(000801) Investment Holding Group Co., Ltd. currency 4850
Limited partner Sichuan Jiuzhou Electronic Co.Ltd(000801) Venture Capital Co., Ltd. currency 3000
Limited partner Shenzhen Jiuzhou Electric Appliance Co., Ltd
4、 Main contents of partnership agreement
At present, the signing of the partnership agreement has not been completed. According to the transaction scheme agreed by all parties, the main contents of the partnership agreement to be signed are as follows:
1. Duration: the partnership is established from the date of issuance of the business license, and the duration of the partnership is 6 years (the first 3 years are the investment period and the next 3 years are the exit period). If all investment projects withdraw in advance within the partnership period, they can be liquidated in advance with the unanimous consent of all partners. If the investment project is withdrawn but there are still follow-up matters outstanding, the term of the partnership can be extended for no more than 2 years with the unanimous consent of all partners.
2. Capital contribution progress: all partners shall pay 35% of the subscribed amount within 30 working days after the registration of the partnership, and the remaining 65% before December 31, 2024.
3. Investment decision-making committee: the partnership shall establish an investment decision-making committee composed of four persons, one appointed by each partner. The investment decision-making committee is mainly responsible for making decisions on the investment and withdrawal of the partnership’s investment projects. The investment decision-making committee implements one person, one vote, and foreign investment and withdrawal can be implemented only with the consent of more than two-thirds of all members. 4. Management fee: the partnership shall pay the management fee to the general partner within the partnership term. The management fee shall be paid to the general partner at the standard of 2% of the total paid in capital contribution of all partners per year (if it is less than one year, it shall be converted according to the actual number of days / 360) for the daily operation of the manager and project development and implementation. The management fee shall be withdrawn for the first time on the next day of the payment deadline of the capital contribution determined in the payment notice, and the management fee of each year thereafter shall be withdrawn from the same date of the management fee of the previous period. If the sub fund mode is adopted for foreign investment, the management fee will not be charged repeatedly, but only at the sub fund level.
5. Investment scope: electronic information, military civilian integration, technology industrialization, enterprise M & A and other projects or sub funds in line with relevant orientation.
6. Income distribution
After paying or reserving the expenses listed in the cost of the partnership as stipulated in the agreement, all the balance of all the income of the partnership shall be distributed according to the following methods:
(1) Each partner shall recover the investment principal. If the principal cannot be recovered in full, all partners shall distribute it according to their respective proportion of paid in capital contribution;
(2) If there is residual income after the above distribution, the investment income shall be distributed to the general partner and all limited partners in the proportion of 20%: 80% respectively;
(3) For the investment in the sub fund, all partners shall distribute the income according to the proportion of paid in capital contribution.
5、 Pricing policy and basis of transaction
The foreign investment fund and related party transactions are jointly funded and established by all parties in cash based on the principle of equality and mutual benefit. All investors shall fully discuss and negotiate the relevant terms of the partnership agreement with reference to market practices and similar transactions, and comply with the provisions of relevant laws and regulations.
6、 Cumulative related party transactions with related parties
Except for this investment, the company and its holding subsidiaries have not had other related party transactions with Harbin Jiuzhou Group Co.Ltd(300040) in the past 12 months except for daily related party transactions; The company and its holding subsidiaries have no related party transactions with Jiuzhou venture capital and Jiuzhou JUNHE. As of November 2021, the actual amount of daily related party transactions between the company and its holding subsidiaries and Harbin Jiuzhou Group Co.Ltd(300040) and its holding subsidiaries was 616542100 yuan (Unaudited).
7、 Purpose of this investment and its impact on the company
On the premise of ensuring the funds required for daily operation and development, the holding subsidiaries of the company use their own funds to subscribe for the target fund, which is conducive to timely grasp the investment opportunities and improve the efficiency of fund use through the professional investment management team. At the same time, it helps to accumulate project resources, further expand potential cooperation opportunities and improve the industrial layout. The holding subsidiary of the company invests in the above-mentioned funds with limited partners, and the risk exposure scale is limited to the subscribed capital contribution, that is, the risk exposure scale of this investment in the above-mentioned funds is 70 million yuan. This investment will not have a significant impact on the current and future financial status and operating results of the company.
8、 Existing risks
1. As of the disclosure date of this announcement, the partnership agreement has not been signed and the fund has not been established. The fund still needs to complete the industrial and commercial registration, registration and filing procedures, and there are risks such as failure of registration and filing. 2. The fund has a long investment cycle. In the investment process, affected by many factors such as macro-economy, industry cycle, operation and management of the target company, transaction scheme, M & A integration and so on, the fund may face the risk of investment income falling short of expectations or loss.
3. In order to effectively control the above risks, the company will strictly control investment risks, closely track investment projects, and implement specific measures to control investment risks. The company will timely perform the obligation of information disclosure in accordance with relevant laws and regulations. Please pay attention to investment risks.
9、 Prior approval and independent opinions of independent directors
