Securities code: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) securities abbreviation: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) Announcement No.: 2022014
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332)
Announcement on participating in the investment and establishment of equity investment 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.
Important content tips:
● investment object and transaction content: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) ("the company") intends to subscribe for the shares of Guangzhou Guangyao fund equity investment partnership (limited partnership) (proposed name, subject to the name approved by the enterprise registration authority, "Guangyao fund" or "the fund") with its own capital of 999 million yuan (the same below), accounting for 99.90% of the total subscribed capital of Guangyao fund.
● nature of transaction: the manager of Guangyao fund is Guangzhou Guangyao capital private equity fund management Co., Ltd. ("Guangyao capital"), which is a holding subsidiary of the company's controlling shareholder Guangzhou Pharmaceutical Group Co., Ltd. ("Guangyao group"). As the executive partner, fund manager and general partner, Guangyao capital subscribed 1 million yuan of fund shares. Ms. Cheng Ning, vice chairman of the company, served as the chairman of Guangyao capital. Therefore, the company's subscription of Guangyao fund shares constitutes a connected transaction.
● matters that have been deliberated and approved by the 8th and 15th board of directors of the company and need not be submitted to the 8th board of directors of the company for deliberation. The company's subscription of fund units this time does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
● as of February 28, 2022, the company has not had any transaction related to the category of this connected transaction with the same connected person (including other connected persons controlled by the same subject or having equity control relationship with each other) in the past 12 months. In the past 12 months, the company has accumulated 142 million yuan of daily related party transactions with Guangzhou Pharmaceutical Group and its subsidiaries (Unaudited).
● main risks: the risk that Guangyao fund fails to complete the filing within the expected time, affecting the investment progress; The risk of failing to find a suitable investment target; The risk that the return of the fund fails to meet the expectation due to wrong decision-making or major changes in the industry environment.
1、 Overview of this transaction
On March 18, 2022, the company held the 19th meeting of the 8th board of directors and the 15th meeting of the 8th board of supervisors, deliberated and adopted the proposal on participating in investment and establishing equity investment funds and related party transactions. As a limited partner, the company plans to invest 999 million yuan to participate in the establishment of Guangzhou Guangyao fund equity investment partnership (limited partnership) (to be named, the specific name shall be subject to the name approved by the enterprise registration authority, "Guangyao fund"), and plans to wait for the fund manager, general partner After completing the registration with the private equity fund manager of China Securities Investment Fund Association, the executive partner Guangyao capital signed the partnership agreement of Guangzhou Guangyao capital equity investment partnership (limited partnership) (the "partnership agreement" or "this Agreement") with Guangyao capital. The relevant information of this transaction is as follows:
(I) main contents of this transaction
The total scale of Guangyao fund is 1 billion yuan, and the company subscribed 999 million yuan of Guangyao fund share, accounting for 99.90%; Guangyao capital subscribed 1 million yuan of Guangyao fund share, accounting for 0.10%. (II) this transaction does not constitute a major asset reorganization
This transaction does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies, and does not need to be deliberated and approved by the general meeting of shareholders of the company.
(III) this transaction constitutes a connected transaction
Guangyao capital, the manager of Guangyao fund, is the holding subsidiary of Guangyao group, the controlling shareholder of the company, which holds 80.00% of the shares. As the fund manager and general partner, Guangyao capital subscribed 1 million yuan of fund shares; Ms. Cheng Ning, vice chairman of the company, served as the chairman of Guangyao capital. Therefore, the company's subscription of Guangyao fund shares constitutes a connected transaction.
(IV) as of this related party transaction, in the past 12 months, the related party transactions between the company and the same related party or between different related parties did not meet the criteria to be submitted to the general meeting of shareholders of the company for deliberation (i.e. the amount was more than 30 million yuan and accounted for more than 5% of the absolute value of the company's latest audited net assets).
2、 Basic information of related parties
Name: Guangzhou Guangyao capital private equity fund management Co., Ltd
Address: room 433, 4th floor, traffic bureau building, No. 95, Yingbin Avenue, Huacheng street, Huadu District, Guangzhou enterprise type: other limited liability companies
Legal representative: Chen Jing
Registered capital: 20 million yuan
Date of establishment: January 25, 2022
Business scope: capital market services (please log in to the national enterprise credit information publicity system for specific business items. For items that must be approved according to law, business activities can be carried out only with the approval of relevant departments.)
Equity structure: Guangzhou Pharmaceutical Group invested 16 million yuan, accounting for 80.00% of the registered capital; Guangzhou Mingshuo Investment Co., Ltd. ("Mingshuo investment") invested 4 million yuan, accounting for 20.00% of the registered capital.
Main financial data: as of February 28, 2022, the total capital assets of Guangyao were 4.9995 million yuan and the net assets were 4.9995 million yuan; From January to February 2022, Guangyao capital realized an operating income of 0 yuan and a net profit of -500.00 yuan.
Guangyao capital is a holding subsidiary of Guangyao group holding 80.00%. Guangyao group is the controlling shareholder of the company and complies with the related party relationship described in the stock listing rules of Shanghai Stock Exchange and other relevant provisions. The company's subscription of Guangyao fund shares constitutes a related party transaction. 3、 Main contents of the partnership agreement
(I) name, scale, partners and capital contribution of the fund
1. Fund Name: Guangzhou Guangyao fund equity investment partnership (limited partnership) (subject to industrial and commercial registration).
2. Fund scale and contribution: the total subscribed capital contribution of the fund is 1 billion yuan, all in currency. The capital contribution of each partner is shown in the table below:
Partner name type subscribed capital contribution contribution method subscribed proportion (10000 yuan)
General partner of Guangzhou Pharmaceutical capital 100.00 currency 0.10%
Limited partners of the company 9990000 currency 99.90%
Total 10000000 - 100.00%
Each partner's paid in capital contribution by stages and in the same proportion: the initial capital contribution is 18.00% of the subscribed capital contribution of each partner, totaling 180 million yuan; Subsequent capital contributions shall be paid by each partner in accordance with the payment notice issued by the fund manager according to the needs of fund investment.
(II) partnership purpose
Focusing on the company's development strategy, the company distributes high-quality resources through direct or indirect equity investment to obtain investment income.
(III) business scope
Investment and asset management. 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).
(IV) operating period
The operation period is the duration of the fund, which is seven years, calculated from the date of establishment of the partnership. The duration of the fund is divided into investment period and withdrawal period. The first five years from the closing date of the fund are the investment period of the fund, and the distributable income realized by the fund during the investment period can be invested on a rolling basis; The exit period is from the date of expiration of the investment period to the end of the duration of the fund. Except for the temporary investment agreed in this agreement, the fund will not invest abroad during the exit period. During the withdrawal period, if the project is fully withdrawn, the fund may expire in advance with the consent of the fund manager.
If all the investment projects of the partnership have not been withdrawn three months before the expiration of the business term, the fund may be extended for two years, but only once, upon the proposal of the executive partner and the unanimous consent of the partners' meeting. If the proposal to extend the operation period of the fund is not voted by the partners' meeting, the fund manager shall actively realize the fund assets on the principle of maximizing the interests of the fund and perform the corresponding approval procedures in accordance with the agreement.
(V) no fixed return commitment
No provision of this Agreement shall be deemed as a commitment to give limited partners a fixed return in any form. This Agreement and any Annexes hereto do not constitute any guarantee made by the partnership, the general partner, the executive partner and the manager to any limited partner on the business performance of the partnership.
(VI) rights and obligations of partners
1. Rights of the general partner
(1) Preside over the operation and management of the partnership in accordance with this Agreement (including but not limited to making equity investment on behalf of the partnership; dealing with litigation, arbitration or other disputes and disputes related to the fund; keeping all business files and books of the partnership, determining the accounting methods and standards adopted by the partnership; handling procedures in bank accounts, securities accounts and other relevant financial investment operations on behalf of the partnership), And represent the partnership. Without prejudice to the interests of other partners, it has the right to select one or more limited partners to handle matters related to the partnership within the scope of its authorization according to the specific circumstances of the project and the investment background of the limited partners.
(2) Formulate the basic management system and specific rules and regulations of the partnership.
(3) Convene, preside over and participate in partner meetings according to law, and exercise corresponding voting rights. (4) Decide on the members and directors of the investment decision-making committee other than those recommended by the limited partners.
(5) Establish an investment decision-making committee and convene and convene meetings of the investment decision-making committee; According to the agreed rules of procedure, the investment decision-making committee shall make the investment and exit decisions that should be made according to this agreement.
(6) Enjoy the distribution right of partnership interests in accordance with this agreement.
(7) During the liquidation of the partnership, participate in the distribution of the remaining property of the partnership in accordance with this agreement.
(8) Appoint or dismiss an accounting firm that audits the partnership.
(9) Appoint or dismiss accounting firms, law firms, evaluation institutions, investment consultants and other intermediaries necessary for project investment or project exit.
(10) Appoint and dismiss the fund custodian (custodian bank) and decide on the amount of remuneration to be paid to the fund custodian.
(11) Other rights stipulated in applicable laws and this agreement.
2. Obligations of the general partner
(1) In accordance with the provisions of this agreement, work diligently to maintain the unity, integrity, security, value preservation and appreciation of the partnership property.
(2) According to the agreement, the limited partners shall be regularly reported on the implementation of partnership affairs and the operation and financial status of the fund.
(3) It shall not pledge its share of property in the partnership; It is not allowed to borrow money or provide external guarantee in the name of the partnership or with the property of the partnership (including other partners). (4) Bear unlimited joint and several liability for the debts of the partnership.
(5) Keep confidential the partnership affairs, investment portfolio and other related affairs in the partnership. (6) Timely and truthfully disclose the information of any other enterprise similar to the nature of the partnership that has been, is and will be directly or indirectly involved in the establishment or management to the limited partners, including but not limited to: the completion or failure of the raising of the investment fund participating in the establishment or subscription of shares; Complete the filing and registration of investment funds; The investment fund makes investment or asset acquisition that has a significant impact on the partnership; Major events or major risk events that may have a great impact on the partnership occur in the investment fund.
(7) The general partner or any of its employees shall not receive any form of benefit transfer from the invested enterprise or its affiliates in the name of itself or its affiliates at any time, including but not limited to consulting fees, share gifts or investment shares. If any of the above forms of benefit transfer is involved, all of them shall be included in the fund income account. However, the adopted investment resolution agrees that the general partner's employees make follow-up investment in the invested project.
(8) Cooperate with the fund or the authorized institution of the fund to regularly and irregularly evaluate the performance of the general partner and the net value of the fund.
(9) Other obligations stipulated in applicable laws and this agreement.
3. Rights of limited partners
(1) Supervise the execution of partnership affairs by the general partner.
(2) Participate in the decision on the admission and withdrawal of partners.
(3) Put forward reasonable suggestions on the operation and management of the partnership.
(4) Have the right to know the business and financial status of the partnership, and consult the accounting books and other financial materials and other relevant business materials of the partnership for situations involving their own interests. (5) Request to convene, attend or appoint an agent to attend the general meeting of partners according to law (convene and preside over the general meeting of partners when the general partner is lazy in performing his duties), and exercise the corresponding voting rights.
(6) The provisions of this Agreement and the law applicable to the transfer of the partnership's share of property shall apply.
(7) Under the premise of this agreement, it can operate the business competing with the fund on its own or in cooperation with others.
(8) Have the right to conduct transactions with the partnership, but such transactions need to be unanimously voted by partners other than the partners involved in the transaction.
(9) When the interests of the partnership are infringed, they have the right to claim rights or bring a lawsuit against the responsible partners.
(10) When the general partner fails to exercise his rights, he has the right to urge him to exercise his rights or bring a lawsuit in his own name for the benefit of the partnership.
(11) Enjoy the distribution right of partnership interests in accordance with this agreement.
(12) During the liquidation of the partnership, participate in the distribution of the remaining property of the partnership in accordance with this agreement.
(13) Exercise voting rights on related party transactions between other limited partners and the partnership.
(14) Other rights stipulated in applicable laws and this agreement.
4. Obligations of limited partners
(1) Pay the capital contribution on schedule as agreed in this agreement, abide by the capital contribution requirements and bear the corresponding capital contribution responsibilities, and maintain the unity of the partnership property as agreed in this agreement.
(2) It is not allowed to engage in investment activities that harm the interests of the partnership in bad faith.
(3) For the debts of the partnership, it shall bear limited liability to the extent of its own subscribed capital contribution as agreed in this agreement.
(4) Keep confidential the partnership affairs, investment portfolio and other related matters in the partnership. (5) In addition to exercising relevant rights in accordance with this agreement
