About Jilin University Zhengyuan Information Technologies Co.Ltd(003029)
Verification opinions on participating in the establishment of industrial fund partnership
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) " or "recommendation institution") as a recommendation institution for initial public offering of Jilin University Zhengyuan Information Technologies Co.Ltd(003029) (hereinafter referred to as " Jilin University Zhengyuan Information Technologies Co.Ltd(003029) " or "company"), in accordance with the administrative measures for recommendation business of securities issuance and listing and the stock listing rules of Shenzhen Stock Exchange In accordance with the requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, Jilin University Zhengyuan Information Technologies Co.Ltd(003029) participated in the establishment of industrial fund partnership, and the verification is as follows:
1、 Overview of foreign investment
In order to accelerate the integrated development of industrial operation and capital operation and further enhance the company's comprehensive competitiveness, the company plans to cooperate with Galaxy Innovation Capital Management Co., Ltd., Jilin Equity Fund Investment Co., Ltd. (hereinafter referred to as "provincial guidance fund"), Changchun Equity Investment Fund Management Co., Ltd. (hereinafter referred to as "municipal guidance fund") Changchun New Area Industrial Fund Investment Co., Ltd. (hereinafter referred to as "district guidance fund") jointly invested and established "Galaxy Jilin University Zhengyuan Information Technologies Co.Ltd(003029) digital economy industrial fund partnership (limited partnership)" (tentative name, subject to the name approved by the industrial and commercial registration authority, hereinafter referred to as "Industrial Fund", "partnership" and "fund"), with a fund scale of RMB 500 million, As a limited partner, the company subscribed 175 million yuan with its own funds, accounting for 35%.
After the establishment of the industry fund, it will invest in the fields of information security, information innovation, Internet of things and other new generation information industry technologies.
2、 Basic information of each partner
(I) general partner / executive partner / fund manager
Name: Galaxy Innovation Capital Management Co., Ltd
Unified social credit Code: 9111 Shenzhen Overseas Chinese Town Co.Ltd(000069) 6352185l
Enterprise type: limited liability company (sole proprietorship of legal person)
Date of establishment: October 21, 2009
Address: No. 101, 8th floor, Fengying West Street, Fengying District, Beijing
Registered capital: 1 billion yuan
Business scope: asset management; Project investment; Investment management. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies)
Controlling shareholder / actual controller: China Galaxy Securities Co.Ltd(601881) (holding 100%) / up to now, the general partner has been registered as a private fund manager with China securities investment fund industry association with registration code of gc2 Huaneng Power International Inc(600011) 630.
(II) limited partners
1. Jilin Equity Fund Investment Co., Ltd
Unified social credit Code: 9122 Digital China Group Co.Ltd(000034) Guang Dong Fenghua Advanced Technology (Holding) Co.Ltd(000636) 19
Legal representative: Liu Song
Enterprise type: limited liability company (solely state-owned)
Date of establishment: August 7, 2015
Registered address: 12-18 / F, Wenchang international building, Wenchang Road, Nanguan District, Changchun City, Jilin Province
Registered capital: RMB 1820 million
Business scope: management, investment and operation of equity investment funds; Entrepreneurship, industrial enterprise investment business; Acting as an agent for entrepreneurship and industrial investment businesses of other institutions or individuals such as entrepreneurship and industrial investment enterprises; Entrepreneurship and industrial investment consulting business; Provide entrepreneurial and industrial management services for entrepreneurial and industrial investment enterprises. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) controlling shareholder / actual controller: Jilin Provincial Department of Finance (holding 100%)
2. Changchun Equity Investment Fund Management Co., Ltd
Unified social credit Code: 91220101ma14u46u0c
Legal representative: Li Jingyan
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Date of establishment: September 27, 2017
Registered address: 3rd floor, Wenchang international building, Wenchang Road, Nanguan District, Changchun City, Jilin Province
Registered capital: RMB 100 million
Business scope: equity investment fund management, investment and operation; Entrepreneurship, industrial enterprise investment business; Acting as an agent for entrepreneurship and industrial investment businesses of other institutions or individuals such as entrepreneurship and industrial investment enterprises; Entrepreneurship and production
Industrial investment consulting business; Provide investment and entrepreneurship for enterprises Industrial management service business (it is not allowed to engage in financial service businesses such as deposit absorption, loan issuance, entrusted loan issuance, customer financing and financing guarantee, and illegal fund-raising is strictly prohibited; it is not allowed to operate those prohibited by laws, regulations and decisions of the State Council; projects that need to be approved according to law can only be operated with the approval of relevant departments) Controlling shareholder / actual controller: Changchun Financial Holding Group Co., Ltd. holds 100% / Changchun Finance Bureau
3. Changchun New Area Industrial Fund Investment Co., Ltd. (hereinafter referred to as "district guidance fund")
Unified social credit Code: 91220101ma14xqfw0g
Legal representative: Zhang Xiao
Enterprise type: limited liability company (solely state-owned)
Date of establishment: November 28, 2017
Registered address: room 2102, Jixing building, Beihu science and Technology Development Zone, Changchun
Registered capital: RMB 500 million
Business scope: industrial investment; Equity investment, equity investment fund management, investment consulting, financial information consulting, enterprise management consulting, and management of authorized state-owned assets (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
Shareholder Information: Changchun New Area Finance Bureau (holding 100%)
The above investors have no relationship or interest arrangement with the company, no relationship or interest arrangement with the controlling shareholders, actual controllers and persons acting in concert, directors, supervisors and senior managers of the company, and no indirect or direct holding of the company's shares. There is no concerted action relationship between the investors of the Industrial Fund.
3、 Basic information of Industrial Fund
(I) Fund Name: Galaxy Jilin University Zhengyuan Information Technologies Co.Ltd(003029) digital economy industry fund partnership (limited partnership) (tentative name, the final name shall be subject to the name approved by the industrial and commercial registration authority)
(II) fund scale: RMB 500 million
(III) organizational form: limited partnership
(IV) place of business: Changchun new area, Changchun City, Jilin Province
(V) business scope: equity investment and investment management (the final business approved by the industrial and commercial registration authority)
(subject to the scope)
(VI) duration
The duration of the fund is 7 years, calculated from the date when the manager announces the establishment of the fund product.
Such as operation period
Three months before the expiration of the time limit, if all the investment projects of the fund have not been withdrawn, it shall be proposed by the fund manager and approved by all parties
The partners agree that the operation period of the fund can be extended. If the proposal to extend the operation period of the fund is not fully approved
The partners agree that the general partner should actively realize the fund assets based on the principle of maximizing the interests of the fund.
(VII) contribution method and progress
The fund contribution is made in currency and will be made in two phases. The contribution proportion and progress of each investor are as follows:
Partner name type contribution method subscribed capital contribution proportion of initial contribution (10000 yuan) (%) (10000 yuan)
Galaxy innovation capital general partner currency 1 Shenzhen Zhongheng Huafa Co.Ltd(000020) % 5000 Management Co., Ltd
Jilin equity fund limited partner currency 1 Shenzhen Zhongheng Huafa Co.Ltd(000020) % 5000 Investment Co., Ltd
Changchun equity investment foundation limited partner currency 750015% 3750 Gold Management Co., Ltd
Changchun New Area Industrial Fund Co., Ltd. partner currency 500010% 2500 Investment Co., Ltd
Changchun Jilin University Zhengyuan Information Technologies Co.Ltd(003029) Information Co., Ltd. currency 1750035% 8750 Technology Co., Ltd
Total 5 Shenzhen Ecobeauty Co.Ltd(000010) 0% 25000
The general partner shall pay the initial capital contribution after the industrial and commercial registration of the fund is completed, and other limited partners shall
After paying the initial capital contribution, Tong partners shall subscribe in proportion. The total capital contribution of each contributor shall be no later than the working capital of the fund
The payment shall be made within 2 years after the completion of registration.
(VIII) fund management fee (including management fee, custody fee and operation fee)
1. Management fee: during the investment period of the fund, the annual management fee shall be 2% of the total paid in capital contribution of the fund; During the payback period of the fund, the annual management fee is 1% of the total amount not recovered by the Fund (the investment cost of the project not withdrawn by the fund); During the extended investment period or recovery period of the fund, the annual management fee shall be 0.5% of the total unrecovered amount of the fund. During the duration of the fund, the fund management fee shall be paid semi annually.
2. The fund custody fee shall be paid as agreed in the fund custody agreement.
3. The fund operating expenses include the expenses incurred in the operation process, taxes and various administrative charges, the annual report audit fees of the fund itself, lawyer fees, etc.
(IX) fund investment
The industrial fund mainly invests in projects in the growing and mature stages, focusing on information security, information innovation, Internet of things, etc
New generation information industry, technology and other fields. Prohibited investment items: (1) single investment of the fund or cumulative investment in the same enterprise
In principle, the investment amount shall not exceed 25% of the total funds raised by the fund when the investment is implemented; (2) Fund statement
No more than 25% of the total equity of the invested enterprise; (3) The funds recovered from the fund investment and the non investment income realized through other means shall not be invested abroad (the principal of temporary investment for the purpose of cash management is not subject to this limit); (4) After the establishment of the fund and before the completion of the filing, the fund shall not carry out investment activities. For the purpose of cash management, it shall invest in bank demand deposits, national bonds, central bank bills, policy financial bonds, local government bonds, money market funds and other investment varieties recognized by the CSRC, except; (5) The fund's investment in any connected transaction involving partners must be submitted to the fund's partners' meeting for voting, and can be implemented only after it is unanimously voted by other partners of the fund other than the partners involved in the transaction.
(x) income distribution mechanism
After deducting or reserving fund expenses, the income obtained from the fund shall be distributed in the following order.
1. Distribute to all partners until all partners recover all paid in capital contributions and realize 6% (including) performance remuneration, and accrue benchmark income.
2. 20% of the balance (i.e. excess return) after the above distribution shall be attributed to the general partner and 80% to all partners; 80% of the excess return obtained by all partners shall be distributed according to the proportion of their paid in capital contribution. The provincial and urban industrial fund can reward part of the excess return to the general partner and part of the excess return to other limited partners, which shall be subject to the partnership agreement signed.
（11） Management and decision-making mechanism
The industrial fund has an investment decision-making committee, which is composed of five members. The members of the investment decision-making committee shall include three members recommended by the fund manager and approved by the partners' meeting and two members recommended by the company and approved by the partners' meeting. The industrial fund shall set up an advisory committee, which shall be served by the members recommended by the provincial and urban guidance fund and approved by the partners' meeting. The relevant matters involved in the operation of the fund that need to be submitted to the investment decision-making committee for consideration shall be submitted to the Advisory Committee 10 days in advance, and it shall have the right to object to the investment region. If the Advisory Committee raises objections to the matters discussed within 10 days, After the objection is lifted, the matters to be considered shall be submitted to the investment decision-making committee for consideration.
（12） Exit mechanism
Exit through IPO, merger and reorganization, new third board, equity transfer and other forms..
（13） Accounting method
The details shall be handled according to the subjects and caliber specified in the accounting measures of the partnership.
The above specific contents shall be subject to the contents of the partnership agreement signed and announced by the company and each partner.
4、 Impact of this fund establishment on the company
In the future, the industrial fund will mainly invest in the fields of information security, information innovation, Internet of things and other new generation information industry technologies. With the help of the professional ability, experience and resources of investment institutions, the company will improve the efficiency of capital use, expand the company's business areas, and promote the company's business development and the realization of strategic objectives.
This investment will not have a significant impact on the company's financial status and operating results in the short term. In the subsequent operation of the partnership, there may be many risk factors such as project R & D, risk control, uncertain investment income and exit, and may face macroeconomic, industry cycle, market environment, operation and management, technological innovation Due to the influence of various factors such as changes in regulatory policies, there is a risk that the expected return cannot be realized, such as investment failure or loss, but it is generally conducive to the company's development in the field of information security in various ways.
5、 Review procedure
On March 16, 2022, the company held the 11th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors, deliberated and adopted the proposal on participating in the establishment of industrial fund partnership. After careful review, the independent directors expressed their agreed independent opinions and fulfilled the necessary approval procedures.
6、 Opinions of the sponsor
After verification, the recommendation institution believes that:
The proposal on participating in the establishment of industrial fund partnership has been deliberated and adopted at the 11th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors, and the independent directors have expressed their independent opinions on the proposal. Participate in the establishment of industrial fund partnership this time
