Securities code: Jilin University Zhengyuan Information Technologies Co.Ltd(003029) securities abbreviation: Jilin University Zhengyuan Information Technologies Co.Ltd(003029) Announcement No.: 2022008
Jilin University Zhengyuan Information Technologies Co.Ltd(003029)
Announcement on participating in the establishment of industrial investment fund
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Special tips:
1. After the establishment of the industrial fund, there may be risks of long investment project cycle, long payback period and failure to contribute profits to the company in the short term;
2. After the establishment of the industrial fund, the investment process may be affected by the macro-economy, industry cycle, regulatory policies, the operation and management of the investment target company, and there is a potential risk that the investment income does not meet the expectation;
3. The registration procedures for the establishment of the partnership fund shall be signed and filed by all parties.
1、 Overview of foreign investment
(I) basic information
In order to accelerate the integrated development of industrial operation and capital operation and further enhance the comprehensive competitiveness of Jilin University Zhengyuan Information Technologies Co.Ltd(003029) (hereinafter referred to as the “company”), the company plans to cooperate with Galaxy Innovation Capital Management Co., Ltd., Jilin Equity Fund Investment Co., Ltd. (hereinafter referred to as the “provincial guidance fund”), Changchun Equity Investment Fund Management Co., Ltd. (hereinafter referred to as the “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%.
As of the date of this announcement, the partners have not signed the partnership agreement and other agreement documents related to the establishment of industrial funds. After the signing of the relevant agreement documents, the company will perform the obligation of information disclosure in strict accordance with the requirements of information disclosure and timely disclose the progress of the fund, including the signing of the partnership agreement, the establishment and filing of the fund.
(II) approval procedures and authorization matters
The company held the 11th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors on March 16, 2022, deliberated and approved the proposal on participating in the establishment of industrial fund partnership. In order to ensure the smooth operation of this investment and the investment after the establishment of the fund, the board of directors authorized the chairman of the company to promote the establishment and investment of the fund Sign the investment contract text and relevant documents with the transaction partner.
According to the provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, and the Jilin University Zhengyuan Information Technologies Co.Ltd(003029) articles of association, the investment matters of the company participating in the establishment of the fund are within the decision-making scope of the board of directors of the company and need not be submitted to the general meeting of shareholders of the company for deliberation.
(III) this transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, nor does it constitute a related party transaction or lead to horizontal competition. The actual controller of the company, shareholders holding more than 5%, directors, supervisors and senior managers did not participate in the subscription of fund units.
2、 Basic information of partners
As of the announcement date, the basic information of each partner is as follows:
(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
Registered address: Room 101, 6 / F, building 1, yard 8, Xiying street, Fengtai 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)
Shareholder Information: China Galaxy Securities Co.Ltd(601881) , holding 100%
Up to now, the general partner has been registered as a private fund manager in China Securities Investment Fund Industry Association, with the 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)
Shareholder Information: 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 industrial investment consulting business; Provide entrepreneurial and industrial management services for entrepreneurial and industrial investment enterprises (it is not allowed to engage in financial services 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
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, management of state-owned assets authorized to operate (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) Shareholder Information: Changchun New Area Finance Bureau, holding 100%
The above-mentioned partners have no relationship or interest arrangement with the company, no relationship or interest arrangement with the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company, nor hold the shares of the company indirectly or directly. There is no concerted action relationship among the investors of the industrial fund.
3、 Basic information of investment 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) registered address: Changchun new area, Changchun City, Jilin Province
(V) business scope: equity investment and investment management (the final business scope approved by the industrial and commercial registration authority shall prevail)
(VI) duration: the duration of the fund is 7 years, calculated from the date when the manager announces the establishment of the fund product. If all the investment projects of the fund have not been withdrawn three months before the expiration of the operation period, the operation period of the fund may be extended upon the proposal of the fund manager and the consent of all partners. If the proposal to extend the operation period of the fund is not agreed by all partners, the general partner shall actively realize the fund assets 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 fund limited partner currency 750015% 3750
Management Co., Ltd
Partner name type contribution method subscribed capital contribution proportion of initial contribution (10000 yuan) (%) (10000 yuan)
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 subscribe in proportion after the general partner pays the initial capital contribution. All capital contributions of each contributor shall be paid up no later than 2 years after the completion of the industrial and commercial registration of the fund.
(VIII) 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 growth and mature stages, focusing on the fields of information security, information innovation, Internet of things and other new generation information industry technologies. Prohibited investment items: (1) in principle, the amount of a single investment of the fund or the cumulative investment in the same enterprise shall not exceed 25% of the total funds raised by the fund when the investment is implemented; (2) In principle, the equity investment proportion of the fund in a single enterprise shall not exceed 25% of the total equity of the invested enterprise when the investment is completed, and shall not become the largest shareholder 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 may reward some of the excess return to the general partner and transfer some of the excess return to other limited partners, which shall be signed
