Securities code: Lingyi Itech (Guangdong) Company(002600) securities abbreviation: Lingyi Itech (Guangdong) Company(002600) Announcement No.: 2022022 Lingyi Itech (Guangdong) Company(002600)
Announcement on cooperative investment between wholly-owned subsidiaries and professional investment institutions
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 cooperation
Recently, Shenzhen Dongfang Liangcai Precision Technology Co., Ltd. (hereinafter referred to as “Dongfang Liangcai”), a wholly-owned subsidiary of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as “the company”), together with Shanghai Chaoxi Private Equity Fund Management Co., Ltd., Hainan Chaoxi Consulting Management Co., Ltd Hainan Chengdu Fusen Noble-House Industrial Co.Ltd(002818) Investment Co., Ltd. signed the partnership agreement of Jiaxing Chaoxi hehou equity investment partnership (limited partnership) (hereinafter referred to as the “partnership agreement”) and jointly invested in Jiaxing Chaoxi hehou equity investment partnership (limited partnership). According to the partnership agreement signed by the above parties, the total subscribed capital contribution of each partner of the partnership is 73.01 million yuan, of which Dongfang Liangcai, as a limited partner, subscribed 31 million yuan, accounting for 424599%.
This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. According to the rules and regulations such as the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association and the rules of procedure of the board of directors, this foreign investment is within the approval authority of the general manager of the company and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. For the progress of follow-up cooperation between the two sides, the company will perform corresponding review procedures and information disclosure obligations in accordance with relevant laws and regulations and the articles of association.
2、 Basic information of partners
(I) general partner
1. Company name: Shanghai Chaoxi Private Equity Fund Management Co., Ltd
Date of establishment: December 23, 2015
Unified social credit Code: 91310230ma1jx3ud1c
Registered address: floor 1, No. 258, Pingyang Road, Minhang District, Shanghai
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered capital: 10 million yuan
Legal representative: Wu Xujin
Business scope: general items: private equity investment fund management and venture capital fund management services (business activities can be carried out only after the registration and filing of China Securities Investment Fund Association). (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)
Major shareholder: Xi Chao Investment Management Co., Ltd
Shanghai Chaoxi Private Equity Fund Management Co., Ltd. and its major shareholders have no relationship with the company, its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers, and do not directly or indirectly hold the shares of the company.
According to the company’s inquiry on China executive information disclosure network, Shanghai Chaoxi Private Equity Fund Management Co., Ltd. is not a dishonest executee.
Shanghai Chaoxi Private Equity Fund Management Co., Ltd., the private investment fund manager, has been registered as the private investment fund manager in China Securities Investment Fund Industry Association, and the registration number of the private investment fund manager is p1063446.
2. Company name: Hainan Chaoxi Consulting Management Co., Ltd
Date of establishment: September 24, 2021
Unified social credit Code: 91460000maa92ln91q
Registered address: No. 621, block a, building 1, Fenghuang Island, Sanya Central Business District, Tianya District, Sanya City, Hainan Province
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered capital: 10 million yuan
Legal representative: Liu Jie
Business scope: general items: enterprise management; Enterprise management consulting; Financial consultation; Legal consultation (excluding law firm business); Real estate consulting; Health consulting services (excluding diagnosis and treatment services); Information consulting services (excluding licensed information consulting services); Marketing planning; Corporate image planning; Translation services; Conference and exhibition services (except for licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
Major shareholder: Shanghai Chaoxi Consulting Management Co., Ltd. holds 100%
Hainan Chaoxi Consulting Management Co., Ltd. and its major shareholders have no relationship with the company, its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers, and do not hold shares of the company directly or indirectly.
According to the company’s inquiry on China executive information disclosure network, Hainan Chaoxi Consulting Management Co., Ltd. is not a dishonest executee.
(II) limited partners
1. Company name: Hainan Chengdu Fusen Noble-House Industrial Co.Ltd(002818) Investment Co., Ltd
Date of establishment: December 23, 2021
Unified social credit Code: 91460106maa985cfxt
Registered address: room 1001, 4th floor, incubation building, Hainan Ecological Software Park, high tech industry demonstration zone, Laocheng Town, Chengmai County, Hainan Province
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered capital: 300 million yuan
Legal representative: Zhang Fengzhu
Business scope: general items: venture capital (limited to investment in unlisted enterprises); Engaging in investment activities with its own funds; Information consulting services (excluding licensed information consulting services) (in addition to licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
Major shareholders: Chengdu Fusen Noble-House Industrial Co.Ltd(002818) holding 100%
Hainan Chengdu Fusen Noble-House Industrial Co.Ltd(002818) Investment Co., Ltd. and its major shareholders have no relationship with the company, its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers, and do not directly or indirectly hold shares of the company.
According to the company’s inquiry on China executive information disclosure network, Hainan Chengdu Fusen Noble-House Industrial Co.Ltd(002818) Investment Co., Ltd. is not a dishonest person.
2. Name of natural person: Zhou Kai
Certificate No.: 3212
Address: Changning District, Shanghai
Zhou Kai has no relationship with the company and its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers, and does not directly or indirectly hold shares of the company.
According to the company’s inquiry on China executive information disclosure network, Zhou Kai is not a dishonest person to be executed.
3. Name of natural person: Zheng Yi
Certificate No.: 5131
Address: Chengdu hi tech Zone
Zheng Yu has no relationship with the company, its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers, and does not directly or indirectly hold shares of the company.
According to the company’s inquiry on China executive information disclosure network, Zheng Yu is not a dishonest person to be executed.
3、 Basic information of the partnership and main contents of the partnership agreement
(I) basic information of the partnership
1. Name: Jiaxing Chaoxi hehou equity investment partnership (limited partnership)
2. Organizational form: limited partnership
3. Registered address: room 179-57, building 1, fund Town, No. 1856, Nanjiang Road, dongzha street, Nanhu District, Jiaxing City, Zhejiang Province (self declaration)
4. Business scope: general items: equity investment (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license).
5. Partner information before this subscription:
No. partner name capital contribution subscribed by the investor nature formula of subscribed capital contribution partner (10000 yuan) proportion
1. Currency of Shanghai Chaoxi Private Equity Fund Management Co., Ltd. 0.1 0.02% general partner
2. Currency of Shanghai Chaoxi Consulting Management Co., Ltd. 499.9 99.98% limited partner
Total – 500100%-
Partner information after this subscribed capital contribution:
No. partner name capital contribution subscribed by the investor nature formula of subscribed capital contribution partner (10000 yuan) proportion
1 Shanghai Chaoxi Private Equity Fund Management Co., Ltd. currency 1 0.0137% general partner
2. Currency of Hainan Chaoxi Consulting Management Co., Ltd. 100 1.3697% general partner
3. Currency of Hainan Chengdu Fusen Noble-House Industrial Co.Ltd(002818) Investment Co., Ltd. 3900534173% limited partner
4 Shenzhen Dongfang Liangcai Precision Technology Co., Ltd. 3100424599% limited partner company
No. partner name capital contribution subscribed by the investor nature formula of subscribed capital contribution partner (10000 yuan) proportion
5 weeks Kai currency 100 1.3697% limited partner
6 Zheng Yu currency 100 1.3697% limited partner
Total – 7301100%-
Note: the above relevant contents shall be subject to the final approval result of the industrial and commercial registration authority.
(II) main contents of the partnership agreement
1. Executive partner of the partnership
The executive partner of the partnership is the general partner Hainan Chaoxi Consulting Management Co., Ltd. 2. Purpose of the partnership
The purpose of each party to establish the partnership is to invest in relevant subjects in order to seek long-term capital appreciation. 3. Organizational form and partner responsibilities
The partnership adopts the limited partnership system. Limited partners shall bear limited liability for the debts of the partnership to the extent of their subscribed capital contributions; The general partner shall bear unlimited joint and several liability for the debts of the partnership.
4. The partnership term and fund duration of the partnership
(1) The partnership term of the partnership is 20 years from the date of issuance of the business license of the partnership. (2) The duration of the fund of the partnership is 5 years from the date of establishment of the fund. During the business term of the partnership, the duration of the fund can be extended twice by the decision of the executive partner, and each extension shall not exceed 1 year. Any further extension of the duration of the fund after the expiration of the above two extensions shall be deliberated and approved by the partners’ meeting.
5. Investment decision
The partnership does not set up an investment decision-making committee. The signing of this agreement by all partners is deemed to agree to the investment related objects of the partnership. The use of the partnership funds for purposes other than those agreed in this article (i.e. other purposes other than investment related objects, temporary investments and partnership expenses) shall be deliberated and approved by the partners’ meeting. The daily decision-making, post investment management and project disposal (including but not limited to project withdrawal and right waiver) of foreign investment projects shall be decided by the fund manager. The external investment of the partnership shall follow the investment decision-making process, and the fund manager shall operate the partnership assets in accordance with the provisions of this agreement.
6. Investment restrictions
(1) The partnership shall not make other investments prohibited by this agreement, laws, administrative regulations, departmental rules and other policies and rules that have the power to supervise the operation of the partnership.
(2) The partnership shall not engage in the following businesses or exceed the following investment restrictions:
1) Engage in guarantee, mortgage and other businesses;
2) Invest in enterprises or projects that require the partnership to bear unlimited liability;
3) Provide sponsorship and donations to any third party (except approved public welfare donations);
4) Absorb or absorb deposits in a disguised form, or provide loans and inter-bank loans to third parties, or engage in regular and operational private lending activities.
7. Investment risk prevention
After the partnership implements the investment, the fund manager can set up a special person to maintain information communication with the invested enterprise, comprehensively and timely understand the development status of the invested enterprise, and can provide it with services in development strategy consultation, modern enterprise system construction, capital market operation and so on.
8. Income distribution of the partnership
The income of the partnership consists of the following items: including the income from project disposal, the principal recovered from the use of temporary investment and any investment income, the investment project introduction fee and investment management fee paid by a third party other than the partnership
