Securities code: 300888 securities abbreviation: Winner Medical Co.Ltd(300888) Announcement No.: 2022-001 Winner Medical Co.Ltd(300888)
Announcement on joint investment with 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 joint investment with professional investment institutions
In order to make better use of the strength and resource advantages of Shenzhen Venture Capital laterite equity investment management (Shenzhen) Co., Ltd. (hereinafter referred to as “Shenzhen Venture Capital laterite”), a professional investment institution, to further expand the business field of Winner Medical Co.Ltd(300888) (hereinafter referred to as “the company”) and enhance the comprehensive competitiveness of the company, The company plans to make a capital contribution of RMB 100 million with its own funds to subscribe for the new capital contribution of Shenzhen Hongtu No. 1 private equity investment fund partnership (limited partnership) (hereinafter referred to as “Hongtu No. 1”) and become the limited partner of Hongtu No. 1. The company has signed the partnership agreement on January 4, 2022.
This transaction is within the approval authority of the general manager and does not need to be deliberated by the board of directors and the general meeting of shareholders. This transaction does not constitute a connected transaction.
2、 Basic information of investment fund
(1) Organization Name: Shenzhen Hongtu No. 1 private equity investment fund partnership (limited partnership) (2) unified social credit Code: 91440300ma5gytnt9h
(3) Date of establishment: September 6, 2021
(4) Registered address: 505, hedge fund center, Qianhai Shenzhen Hong Kong fund Town, 128 guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
(5) Executive partner: Shenzhen Venture Capital laterite equity investment management (Shenzhen) Co., Ltd
(6) Target scale of the Fund: 8 billion yuan
(7) Organizational form: limited partnership
(8) Contribution method: monetary capital
(9) Contribution schedule: it is planned to make contributions in three phases at the ratio of 40%: 30%: 30%. The next phase of contribution will begin when the paid in part of each phase completes 80% of the investment. As of the date of disclosure of this announcement, the partners have subscribed a total of RMB 3.021 billion and paid in capital of RMB 1.178 billion (the data does not include the subscribed capital of the company this time).
(10) Duration: 8 years, including 4-year investment period and 4-year exit period. According to the investment progress of laterite 1, the above-mentioned period can be appropriately extended.
(11) Exit mechanism: diversified exit methods such as domestic and foreign listing, merger and acquisition, equity transfer and repurchase by major shareholders.
(12) Accounting method: Hongtu No. 1 shall establish accounts and account independently, and its financial and accounting systems shall be formulated in accordance with relevant Chinese laws, the specific conditions of enterprises and internationally accepted accounting standards.
(13) Investment direction: ① mainly in Biology (Medicine), new materials, new generation information technology, high-end equipment and other investment fields, and the investment amount in the above fields shall not be less than 80% of the paid in amount; ② The investment stage is dominated by projects in growth stage and mature stage; ③ The investment area takes the three economic circles of Guangdong, Hong Kong and Macao, the Yangtze River Delta and the Bohai Sea as the investment core.
(14) Partners and subscribed capital contributions
As of the date of disclosure of this announcement, the situation of Hongtu No. 1 partner and subscribed capital contribution is as follows:
Unit: 10000 yuan
Sequential subscribed capital contribution proportion
No. partner name partner nature amount before company subscription (%) (%) after company subscription
1. Shenzhen Venture Capital laterite equity investment management general partner 10000.003.31023.2041 (Shenzhen) Co., Ltd
2. CCB pilot strategic emerging industry limited partner 75000.0024.826224.0308 Development Fund (limited partnership)
3 Shenzhen guidance fund investment Co., Ltd. 75000.0024.826224.0308
4 Shenzhen red earth venture capital limited partner 40000.0013.240612.8164 company
5 Taoyuanju Industrial (Shenzhen) group has a limited partner 35000.0011.585611.2144 Co., Ltd
6 Hainan Maosheng Hongtu Venture Capital Co., Ltd. 10000.003.31023.2041 gold partnership (limited partnership)
7. Jinshuo hechuang No. 1 investment (Sanya) limited partner 10000.003.31023.2041 partnership (limited partnership)
8 Shenzhen Hongrun Wealth Management Co., Ltd. 10000.003.31023.2041
Sequential subscribed capital contribution proportion
No. partner name partner nature amount before company subscription (%) (%) after company subscription
9. Bijiang Capital Holdings (Guangzhou) Co., Ltd. 10000.003.31023.2041
10 Nanchang Yangfan enterprise management partnership limited partner 6000.001.98611.9225 (limited partnership)
Fuyuan, Nanchang Economic and Technological Development Zone
11. Business management partnership (6000.001.98611.9225 limited partners)
12 Yantai Cathay Pacific Chengfeng Asset Management Co., Ltd. 5000.001.65511.6021
13 Shenzhen Hongkun Venture Capital Co., Ltd. 5000.001.65511.6021
14 Hainan Hongtu No.1 equity investment foundation limited partner 5100.001.68821.6341 gold partnership (limited partnership)
15 Winner Medical Co.Ltd(300888) supplies Co., Ltd. limited partner 10000.00/3.2041 company
(15) Main financial data:
Unit: 10000 yuan
Financial indicators: first three quarters of 2021 / September 30, 2021
Operating income 0.00
Net profit 0.94
Total assets 55800.94
Net assets 55800.94
Note: the above data has not been audited (16) one vote veto: each partner does not have one vote veto over laterite No. 1
(17) Filing of fund industry association: filing time: October 14, 2021, registration code: ssr686 (18) income distribution mechanism: Hongtu No. 1 will distribute the income as soon as the investment of a single project is withdrawn, and the fund will return the capital first and then distribute the profits as a whole. Set the threshold yield of simple interest of 8% / year. Under the condition of meeting the threshold rate of return, 80% of the fund income shall be distributed according to the proportion of paid in capital contribution of all partners, and 20% shall be distributed to the fund manager.
3、 Basic information of partners
1. General partner (professional investment institution)
(1) Organization Name: Shenzhen Venture Capital laterite equity investment management (Shenzhen) Co., Ltd
(2) Unified social credit Code: 91440300ma5f8ame5j
(3) Date of establishment: July 26, 2018
(4) Registered address: 11b1, investment building, No. 4009, Shennan Avenue, Fu’an community, Futian street, Futian District, Shenzhen
(5) Registered capital: 100 million yuan
(6) Legal representative: Jiang Yucai
(7) Enterprise type: limited liability company
(8) Shareholders:
No. name of shareholder subscribed capital contribution ratio
1 Shenzhen Innovation Investment Group Co., Ltd. 100.00%
(9) Business scope: entrusted asset management and investment management (not engaged in trust, financial asset management, securities asset management and other restricted projects); Equity investment and entrusted management of equity investment funds (shall not engage in securities investment activities; shall not raise funds in public to carry out investment activities; shall not engage in publicly raised fund management business)
(10) Whether it belongs to the dishonest executee: no
(11) Related relationship: Shenzhen Venture Capital laterite has no related relationship with the company, controlling shareholders, actual controllers, directors, supervisors and senior managers. Except that the shareholder holding 100% of the shares of Shenzhen Venture Capital laterite holds 1.99% (calculated based on the total share capital without excluding the repurchased shares), Shenzhen Venture Capital laterite does not hold the shares of the company directly or indirectly.
The other partners of red earth No.1, which are related to deep venture red soil, are Shenzhen red earth Venture Capital Co., Ltd. (hereinafter referred to as “red earth venture capital”) and Hainan red earth one equity investment fund partnership (limited partnership) (hereinafter referred to as “Hainan red soil one”). The specific relationship is as follows:
Shenzhen Venture Capital 100.00% Shenzhen Innovation Capital Investment Co., Ltd
100.00%1.00%
99%
Hainan red earth private equity fund 100% venture capital red earth venture capital investment
Management Co., Ltd
1.96%
Hainan laterite 1 3.31%
1.69%13.24%
Laterite 1
Note: the proportion of partners holding laterite No. 1 is before the company subscribed the new capital contribution. (12) Filing of fund industry association: filing time: November 28, 2018, registration code: p10693462, limited partner
2.1 CCB pilot strategic emerging industry development fund (limited partnership)
(1) Unified social credit Code: 914
