Securities code: Eaglerise Electric & Electronic (China) Co.Ltd(002922) securities abbreviation: Eaglerise Electric & Electronic (China) Co.Ltd(002922) Announcement No.: 2022010 Eaglerise Electric & Electronic (China) Co.Ltd(002922)
Announcement on the establishment of industrial participation fund
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.
Eaglerise Electric & Electronic (China) Co.Ltd(002922) (hereinafter referred to as "the company" or " Eaglerise Electric & Electronic (China) Co.Ltd(002922) ") held the 23rd Meeting of the 5th board of directors on March 18, 2022. The meeting deliberated and adopted the proposal on participating in the establishment of industrial fund. The specific situation is hereby announced as follows:
1、 Overview of foreign investment
The company plans to cooperate with Guangzhou Chuangyu investment fund management enterprise (limited partnership) (hereinafter referred to as "Chuangyu investment"), Foshan Nanhai Chuang investment guidance fund Co., Ltd. (hereinafter referred to as "Chuang Chuang guidance fund") Guangdong Sanxiong industrial investment fund partnership (limited partnership) (hereinafter referred to as "Sanxiong Industrial Fund") jointly initiated the establishment of an industrial fund with a scale of 100 million yuan - Foshan Chuangyu mingzhan equity investment partnership (limited partnership) (finally subject to the name approved by the industry and commerce, hereinafter referred to as "partnership"). Chuangyu investment is a general partner and plans to subscribe 1 million yuan; The innovation and entrepreneurship guidance fund is a limited partner, and the proposed subscribed capital contribution shall not exceed 20 million yuan; The company is a limited partner and plans to subscribe 30 million yuan; Sanxiong industrial fund is a limited partner and plans to subscribe 49 million yuan. According to relevant regulations such as the Listing Rules of Shenzhen Stock Exchange, the amount of this investment is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of partners
(I) general partner and fund manager
Company name: Guangzhou Chuangyu investment fund management enterprise (limited partnership)
Unified social credit Code: 91440101ma59htk03g;
Company type: limited partnership;
Executive partner: Guangzhou Chuangyu Investment Management Co., Ltd;
Registered capital: 5 million yuan;
Address: No. 106, Fengze East Road, Nansha District, Guangzhou (self compiled Building 1) x1301-b5863 (cluster registration) (JM);
Date of establishment: January 12, 2017;
Business scope: entrusted management of equity investment funds (specific business items shall be subject to the approval issued by the financial management department); Equity investment management; Equity investment; Investment management services; Self owned capital investment of the enterprise; Asset management (excluding license approval items)
Ownership structure:
Unit: RMB 10000
No. name of shareholder subscribed capital contribution subscribed proportion
1 Zhuhai Hengyu Enterprise Management Consulting Co., Ltd. 224.5 44.9%
2 Zhuhai Xingyu Enterprise Management Co., Ltd. 150.0 30%
3 Zhuhai Hengqin Qihong Enterprise Management Co., Ltd. 60.0 12%
4 Wang Manli 45.0 9%
5 Guan Yunping 20.0 4%
6 Guangzhou Chuangyu Investment Management Co., Ltd. 0.5 0.1%
Total 500100%
Chuangyu investment has been registered as a private fund manager in China Securities Investment Fund Industry Association, and the registration code of the manager is p1064653.
Other notes: after verification, Chuangyu investment does not belong to the dishonest executee. Chuangyu investment has no relationship or interest arrangement with the company and its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers, has no concerted action relationship with other investors involved in the establishment of investment funds, and does not hold the shares of the company directly or indirectly.
(II) other limited partners
1. Foshan Nanhai shuangchuang investment guidance fund Co., Ltd
Unified social credit Code: 91440605ma4w6rgp6j;
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person);
Legal representative: Fang Guqian;
Registered capital: 2 million yuan;
Address: Room B, unit 02, 11th floor, Chengye building, No. 13, Nanping West Road, Guicheng Street, Nanhai District, Foshan;
Date of establishment: January 25, 2017;
Business scope: fund management services (private equity fund management only); Capital investment services (equity investment, equity investment management). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Foshan Nanhai Industrial Development Investment Management Co., Ltd. holds 100% equity;
2. Guangdong Sanxiong industrial investment fund partnership (limited partnership)
Unified social credit Code: 91440101ma9y9fcw24;
Company type: limited partnership;
Executive partner: Guangzhou Chuangyu Investment Management Co., Ltd;
Registered capital: 400 million yuan;
Address: 201, building 7, No. 295 Caixin Road, Lanhe Town, Nansha District, Guangzhou (office only);
Date of establishment: January 5, 2022;
Business scope: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after completing the filing and registration with China Securities Investment Fund Association)
Ownership structure:
Unit: RMB 10000
No. partner name partner nature subscribed capital contribution subscribed proportion
1 general partner of Guangzhou Chuangyu Investment Management Co., Ltd. 40 0.10%
2 Guangdong Pak Corporation Co.Ltd(300625) limited partners 3996099.90%
Total 4 Shenzhen Ecobeauty Co.Ltd(000010) 0.00%
Other notes: after verification, the innovation and entrepreneurship guidance fund and Sanxiong industry fund are not dishonest Executees, have no relationship or interest arrangement with the company and its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers, and do not hold the shares of the company directly or indirectly.
3、 Basic information of the proposed industrial fund and main contents of the proposed partnership agreement
(I) Fund Name: Foshan Chuangyu mingzhan equity investment partnership (limited partnership) (the final name approved by the industry and Commerce shall prevail).
(II) form of fund organization: limited partnership.
(III) fund scale: the total scale is RMB 100 million, and the subscribed capital contribution of each partner is shown in the table below (the capital contribution of the innovation and entrepreneurship guidance fund shall not exceed RMB 20 million, and the actual capital contribution shall be subject to the partnership agreement signed at that time and the actual capital contribution of the guidance fund).
Unit: RMB 10000
No. partner name partner nature subscribed capital contribution subscribed proportion
1 Guangdong Sanxiong industrial investment fund partnership (limited partnership) limited partner 490049%
2 Eaglerise Electric & Electronic (China) Co.Ltd(002922) limited partner Guangzhou Improve Medical Instruments Co.Ltd(300030) %
3 Foshan Nanhai shuangchuang investment guidance fund Co., Ltd. limited partner 200020%
4 Guangzhou Chuangyu investment fund management enterprise (limited partnership) general partner 100 1%
Total 1 Shenzhen Ecobeauty Co.Ltd(000010) 0%
(IV) capital contribution method and progress: all partners' capital contributions are made in RMB cash. The progress of capital contribution will be agreed in the partnership agreement after negotiation by all partners, and all partners will make capital contribution in accordance with the agreement. (V) place of registration: Nanhai District, Foshan City.
(VI) business scope: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can be carried out only after the filing and registration of China Securities Investment Fund Association). (subject to the business scope of industrial and commercial registration)
(VII) duration of the fund
The duration of the partnership fund is 6 years, calculated from the date of establishment of the partnership fund. If all the investment projects of the fund have not been withdrawn six months before the expiration of the duration of the fund, the duration of the partnership fund may be changed upon the proposal of the executive partner and the consent of the partners who individually or jointly account for more than two-thirds of the paid in capital contributions of all partners. During the duration, the investment period of the partnership fund shall be from the date of establishment of the partnership fund to the full three operating years. After the end of the investment period, equity, private equity funds and other investments shall not be made, and only cash management investments can be made.
(VIII) investment direction
The partnership fund should give priority to investment in strategic emerging industries, advanced manufacturing, high-end services and other industries encouraged by the government. During the duration of the partnership fund, the total amount of capital invested by the partnership fund alone or jointly invested by the partnership fund and affiliated enterprises in registered enterprises in Nanhai District shall not be less than 100% of the capital amount invested by the entrepreneurship and innovation guidance fund.
(IX) investment decision
The partnership fund establishes an investment decision-making committee as the investment decision-making body of the partnership enterprise to make decisions on the investment and withdrawal of the investment projects of the partnership fund.
The investment decision-making committee is composed of three members, all of whom are appointed by the manager. The rules of procedure of the investment decision-making committee shall vote according to the principle of "one person, one vote, one right". Resolutions must be approved by more than three members. (the specific agreement on the composition of the investment decision-making committee and the investment decision-making mechanism shall be subject to the fund partnership agreement reached by all partners through consultation)
(x) administrative expenses
The fund management fee is based on the total paid in capital contribution of the partnership, and the management rate during the duration of the fund is 2% per year. If the duration of the fund is extended according to the partnership agreement, the manager will no longer charge the management fee during the extended period.
（11） Income distribution
The distribution principle of the distributable capital of the partnership is that the partners "return the capital first and then divide the profits". After paying the expenses of the partnership, the income obtained by the partnership shall be distributed on the basis of the same order according to the proportion of the paid in capital contribution of all partners until all partners recover their paid in capital contribution. The excess return shall be distributed among all partners and managers on the basis of equal ranking according to the proportion of 80% and 20%.
During the existence of the fund, the funds recovered from the investment shall be distributed in accordance with the above provisions and shall not be used for foreign investment. （12） Investment exit
When the duration of the partnership fund expires or at an appropriate time, the manager will make reasonable efforts to seek to withdraw the project investment of the partnership in an appropriate manner, including listing withdrawal, equity transfer, management repurchase, enterprise liquidation, withdrawal in accordance with the agreement or other legal forms.
4、 Other information
1. The company does not have one vote veto on the subject matter to be invested by the industrial fund.
2. Accounting method of the company for the Industrial Fund: according to the contribution and subscription of the industrial fund, the composition and decision-making mechanism of the investment decision-making committee and the management intention of the company, the industrial fund is not included in the scope of the company's consolidated statements and will be accounted by other equity instruments.
3. The controlling shareholders, actual controllers, shareholders holding more than 5% of the shares, directors, supervisors and senior managers of the company did not participate in the subscription of investment fund shares or hold positions in the investment fund.
4. Within 12 months before the joint investment with professional investment institutions, the company did not use the over raised funds for permanent replenishment of working capital.
5. This participation in the establishment of industrial funds will not lead to horizontal competition or related transactions with the company
