Securities code: 603690 securities abbreviation: Pnc Process Systems Co.Ltd(603690) Announcement No.: 2022-002 Pnc Process Systems Co.Ltd(603690)
Announcement on the progress of participating in investment in private equity funds and related party transactions
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 liabilities for the authenticity, accuracy and completeness of its contents.
Pnc Process Systems Co.Ltd(603690) (hereinafter referred to as “the company”) convened the 13th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors on December 28, 2021 to consider and adopt the proposal on participating in private placement fund and related party transactions, The company plans to invest 150 million yuan in Tianjin Haihe Zhihui optoelectronic venture capital partnership (limited partnership) (hereinafter referred to as “Haihe Zhihui” or “partnership”), and the total subscribed capital of Haihe Zhihui is 380 million yuan, which can be increased to no more than 120 million yuan during the duration, mainly in optoelectronic and pan semiconductor related fields. For details, please refer to the announcement on participating in investment in private equity funds and related party transactions (Announcement No.: 2021-153) disclosed by the company on December 29, 2021. Recently, the company signed a partnership agreement with all parties to the transaction, the main contents of which are as follows:
（1） Purpose of the partnership
The purpose of the partnership is to engage in venture capital activities permitted by national laws, protect the partnership rights and interests of all partners, and obtain investment income through direct equity investment, quasi equity investment and other business means.
（2） Investment mode
In addition to the investment involved in cash management, the partnership will mainly make equity investment or quasi equity investment in private equity projects (including the equity of unlisted enterprises established or operated in China or significantly related to China, or non-public issued shares or similar interests of listed enterprises).
（3） Business scope
The business scope of the partnership is: venture capital (limited to investment in unlisted enterprises) [branch operation]; Engage in equity investment, investment management, asset management and other activities with private funds (business activities can be carried out only after the registration and filing of China Securities Investment Fund Association) [branch operation]. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
（4） Duration of the partnership
The business term of the partnership is 10 years, counting from the date of issuance of the business license of the partnership. The duration of the fund is five years from the date of issuance of the business license, in which the investment period is four years or other events requiring suspension of the investment period occur, followed by the withdrawal period. Upon the unilateral decision of the general partner, the duration of the partnership can be extended for two years (only the withdrawal period), and the duration of the partnership can be extended for another year (only the withdrawal period) with the unanimous consent of all partners.
（5） Organizational form
The organizational form of the partnership is limited partnership. The partners are composed of general partners and limited partners. The general partners shall bear unlimited joint and several liability for the debts of the partnership, and the limited partners shall be liable for the debts of the partnership to the extent of their subscribed capital contributions.
（6） Investment field
It mainly invests in materials, chips, components, systems and solutions related to the optoelectronic field, optoelectronic related industrial chains and upstream and downstream enterprises, as well as other fields in the pan semiconductor field (including but not limited to semiconductor manufacturing and testing equipment, electronic chemical materials and other technologies related to the pan semiconductor field).
（7） Investment arrangement and payment period
The fund contribution will be paid in one time or by installments according to the project progress, actual capital demand and fund-raising of the partnership.
（8） Manager and management fee
The fund manager is Beijing woyan Capital Management Center (limited partnership) (a limited partnership established in China in accordance with Chinese law, its unified social credit Code: 9111010569480571x, and its registration code with China Securities Investment Fund Association: p1008585).
During the investment period, the partnership shall pay the management fee at 2% of the paid in capital contribution of all limited partners per year; After the investment period, the partnership shall pay the management fee at 2% per year of the investment principal that has been used for project investment but has not been withdrawn from the paid in capital contribution of all limited partners, that is, the management fee shall be charged according to the actual management scale that has not been withdrawn.
（9） Income distribution
The distribution principle of the distributable income of the partnership is “return the capital first and then divide the profits”, and the distribution order is as follows:
(1) Return the accumulated paid in capital contributions of each partner;
(2) Pay limited partner threshold income (8%);
(3) Pay the threshold income of the general partner (8%);
(4) Pay the general partner the recovery income until the cumulative amount of the income obtained by the general partner is equal to 25% of the cumulative threshold income obtained by all partners according to items (2) and (3) above;
(5) 80 / 20 distribution, 80% of the balance after the above distribution shall be distributed among all partners according to the proportion of relative investment cost sharing of all partners in the investment project, and the remaining 20% shall be distributed to the general partner. （10） Investment decision making Committee
The investment decision-making committee is composed of five members, among which Tianjin Haihe Industrial Fund Management Co., Ltd. has the right to appoint a representative as a member of the investment decision-making committee (“Haihe member”), the investment decision-making committee has a chairman, who is appointed by the member recommended by the manager, and the other members are recommended by the manager in accordance with the rules of procedure of the investment decision-making committee.
The effective resolution formed by the investment decision-making committee shall be valid only after the approval of more than 3 (including this number) members, and the vote of Haihe member must be included in the pass vote, and Haihe member has one vote of veto. If Haihe member fails to attend the meeting of the investment decision-making committee (on-site meeting) or fails to reply within the time limit (Communication voting), it shall be deemed that he has waived the voting matters and the one vote veto on the corresponding voting matters, which shall not be included in the voting base, that is, it is valid if more than 3 (including this number) members except Haihe member pass.
（11） Dispute resolution
All disputes arising out of or in connection with this agreement, if they cannot be settled through friendly negotiation, shall be submitted to Tianjin Arbitration Commission for arbitration in Tianjin in accordance with its effective arbitration rules, and the arbitration language shall be Chinese. The arbitration award is final and binding on all partners concerned. Unless the arbitration tribunal makes an award, the arbitration fee shall be borne by the losing party. The losing party shall also compensate the winning party for its lawyer’s fees and other expenses.
（12） Effectiveness and termination of the contract
This Agreement shall come into force on the date when it is effectively signed by all partners and reviewed and approved by all limited partners through appropriate procedures, and shall be terminated after the liquidation of the partnership expires.
It is hereby announced
Pnc Process Systems Co.Ltd(603690) board of directors January 4, 2022
