Minsheng Securities Co., Ltd
About S.P.I Landscape Design Co.Ltd(300844)
It is proposed to cooperate with professional investment institutions and actual controllers in investment and related transactions
Yi’s verification opinions
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “recommendation institution”) as the continuous supervision and recommendation institution of S.P.I Landscape Design Co.Ltd(300844) (hereinafter referred to as ” S.P.I Landscape Design Co.Ltd(300844) ” or “company”), in accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the guidelines for the information disclosure of listed companies of Shenzhen Stock Exchange No. 5 – transactions and related party transactions Relevant provisions such as the Listing Rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange have verified the investment and related party transactions that S.P.I Landscape Design Co.Ltd(300844) plans to cooperate with professional investment institutions and actual controllers. The specific verification conditions and opinions are as follows:
1、 Overview of foreign investment and related party transactions
In order to realize the strategic layout of the industry, make full use of the investment experience, high-quality resources and professional ability of professional strategic partners, promote the extension and upgrading of the company’s industry and the optimization and expansion of assets, provide high-quality project reserves for the sustainable and benign layout development of the company at the strategic level, and further enhance the company’s comprehensive competitiveness and overall value, the company now plans to cooperate with Guangdong Yijian Investment Co., Ltd. (hereinafter referred to as “Yijian investment”) Sun Hu, the actual controller, jointly funded the establishment of Shanshui figurative digital technology industry investment fund partnership (limited partnership) (tentative name, subject to the final approval of the market supervision and administration department). The total capital contribution of the fund partners is RMB 100 million, of which the company plans to subscribe 90% of the fund shares with its own capital of RMB 90 million as a limited partner; Sun Hu, the actual controller of the company, plans to subscribe 9% of the fund share with its own capital of 9 million yuan as a limited partner. As the general partner, executive partner and fund manager, Yijian investment plans to subscribe 1% of the fund share with its own capital of RMB 1 million.
As sun Hu, the subject of this joint investment, is the actual controller of the company, this joint investment constitutes a connected transaction in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 5 – transactions and connected transactions. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. According to the provisions of the articles of association, this connected transaction has been reviewed and withdrawn from voting at the 15th meeting of the second board of directors and the 10th meeting of the second board of supervisors.
As of the date of issuance of this verification opinion, the foreign investment is currently in the preparatory stage, and the partners have not officially signed the partnership agreement. There is still uncertainty about the specific implementation and progress of the industrial fund. The company will timely perform relevant procedures and information disclosure obligations according to the subsequent actual progress.
2、 Basic information of partners
(I) Guangdong Yijian Investment Co., Ltd
1. Cooperation status: general partner, executive partner and fund manager of the partnership
2. Company type: limited liability company
3. Unified social credit Code: 91440101347514094f
4. Legal representative: Jiang Xiao
5. Date of establishment: July 17, 2015
6. Registered capital: 100 million yuan
7. Registered address: room 2110, No. 79, Wanbo Second Road, Nancun Town, Panyu District, Guangzhou
8. Business scope: investment with self owned funds; Investment management services
9. Actual controller: Hu Yanjun holds 41% equity of Yijian investment and is the controlling shareholder and actual controller of Yijian investment.
10. Main investment fields: large consumption, science and technology manufacturing, medical and health and other industries.
11. Yijian investment has passed the examination and filing of China Securities Investment Fund Industry Association and has the qualification of fund manager (Registration Code: p1026787).
12. Yi Jian investment has no relationship or interest arrangement with the company, has no relationship or interest arrangement with the controlling shareholder, actual controller, shareholders holding more than 5%, directors, supervisors and senior managers of the company, and does not directly or indirectly hold the shares of the company.
Yijian investment is a capital manager rooted in the industrial foundation, based on professional operation and giving full play to capital advantages. It has rich successful investment experience. The core team members have rich working experience. It has jointly established several industrial funds with several listed companies.
(II) Sun Hu
1. Cooperation status: limited partner
2. Type: natural person
3, ID number: 32010219750401
4. Address: Tianhe District, Guangzhou
Mr. Sun Hu is the actual controller of the company and holds the post of chairman and general manager of the company.
3、 Basic information of the object of joint investment and main contents of the agreement
(I) Fund Name: Shanshui figurative digital technology industry investment fund partnership (limited partnership) (tentative name, subject to the final approval of the market supervision and administration department)
(II) organizational form: limited partnership
(III) fund scale: RMB 100 million
(IV) fund manager and executive partner: Guangdong Yijian Investment Co., Ltd
(V) business scope of private equity investment and fund management in China can only be engaged in after the registration of private equity investment and fund management activities in China is completed)
(VI) partners and subscribed capital contributions:
No. partner name partner type subscribed capital contribution proportion
(10000 yuan)
1 general partner of Guangdong Yijian Investment Co., Ltd. 100 1%
2 S.P.I Landscape Design Co.Ltd(300844) limited partner 900090%
3 sun Hu limited partner 900 9%
Total 1 Shenzhen Ecobeauty Co.Ltd(000010) 0%
(VII) capital contribution arrangement: according to the investment capital demand and progress of the partnership, the executive partner shall send a written payment notice to each partner for each paid in capital of each partner in one or more times. Partners who fail to fulfill their capital contribution obligations in accordance with the provisions of this agreement will be liable for breach of contract in accordance with the provisions of this partnership agreement.
(VIII) duration: the duration is 7 years; The investment period is 3 years and the management exit period is 4 years; The duration may be appropriately extended or shortened with the consent of all partners.
(IX) main investment direction: investment projects complementary to the company’s main business, related to the company’s industrial chain and conducive to the coordinated strategic development of the company. The investment direction is the equity investment of unlisted enterprises in landscape planning and design, intelligent design, digital technology, digital twins, virtual reality, augmented reality, rendering technology and other industries.
(x) fund management fee: 2% of the paid in amount is charged per year during the investment period; The withdrawal period is charged by 2% of the amount under management / year; If there is an extension period, no management fee will be charged during the period.
（11） Fund registration and filing: the fund is currently in the preparatory stage and has not officially signed the partnership agreement. The fund has not yet started raising and filing.
（12） Management execution mechanism
The fund establishes a partners’ meeting, which is composed of all partners. The partners’ meeting shall make resolutions on the fund matters in accordance with the provisions of relevant laws and regulations and the fund partnership agreement. The partners’ meeting shall make a resolution on the partnership affairs. All partners shall exercise their voting rights according to their respective paid in capital contributions at the time of voting. The resolution made by the partners’ meeting must be adopted by the general partner and the partners representing 1 / 2 of the voting rights. The partnership entrusts executive partner Yi Jian investment as the manager to provide asset management and investment consulting services. The manager is responsible for managing the partnership and supervising and controlling the investment process.
（13） Investment matters and decision-making mechanism
The partnership establishes an investment decision-making committee, which is the investment decision-making body of the partnership. The investment decision-making committee shall discuss and decide on major matters of the partnership’s investment in the form of meetings. The investment decision-making committee shall exercise its rights and perform its obligations in accordance with the agreement. The investment decision-making committee consists of three members, two recommended by the general partner Yi Jian and one recommended by the company as a limited partner. The investment decision-making committee shall vote on the matters submitted by the partnership in the form of one person, one vote, and the resolution made by the committee shall be adopted by 2 or more votes.
（14） Fund income share
For the project investment income obtained by the partnership (after returning all investment costs to all partners according to the paid in proportion), the general partner will share the income in the proportion of 20% of the investment income of the partnership; The part of the investment income of the partnership other than the income share of the general partner shall be distributed by all partners in proportion to the paid in capital contribution.
4、 Pricing policy and basis of transaction
The investment fund and related party transactions established this time are based on the principle of equality and mutual benefit, invest in the partnership according to 1 yuan / subscribed capital contribution, and the pricing is fair. All investors shall refer to market practices and similar transactions and determine relevant terms of the partnership agreement after full discussion and negotiation, including fund scale, subscribed share and proportion, management fee, income distribution mechanism, etc.
5、 Impact on Listed Companies
The establishment of industrial fund by this foreign investment is conducive to promoting the further layout and development of the company’s strategy, which is in line with the company’s development plan. The company’s operation is in good condition and its financial condition is stable. The capital of the company’s proposed foreign investment comes from the company’s own capital. The source of its own capital is compliant, which will not affect the normal operation of the company’s production and operation activities and cash flow, will not have a significant adverse impact on the company’s future financial and operating conditions, and will not damage the interests of listed companies and shareholders. At the same time, the company sets up industrial funds through foreign investment, selects and cultivates investment projects that complement the company’s main business, are related to the company’s industrial chain and are conducive to coordinating the company’s strategic development, integrates high-quality resources, gathers advantages and makes up for weaknesses, which can further promote the optimization and upgrading of the company’s business and industrial chain, and enhance the company’s comprehensive competitiveness and overall value.
6、 Risks of this connected transaction
The establishment of industrial fund in this foreign investment cooperation is currently in the preparatory stage, and the partners have not officially signed the partnership agreement or carried out substantive business. In the process of setting up industrial funds, there are also some risks that the approval has not been passed and the registration has not been completed. In addition, industrial funds have the characteristics of long investment cycle and low liquidity. In the process of operation, they may be affected by many factors, such as macro-economy, industry cycle, policy changes, investment targets, operation and management, trading schemes and so on. There is a risk of investment failure or income less than expected. There are uncertainties in the specific implementation and progress of the industrial fund. The company will actively cooperate with all partners to prevent and respond to risks in strict accordance with the partnership agreement and on the basis of the existing risk control system. Please pay attention to investment risks.
7、 Other matters
(I) this transaction constitutes a connected transaction. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. This transaction has been deliberated and approved at the 15th meeting of the second board of directors and the 10th meeting of the second board of supervisors, and needs to be submitted to the general meeting of shareholders for deliberation and approval.
(II) the foreign investment is currently in the planning stage, and the partners have not officially signed the partnership agreement. The specific cooperation contents and matters not covered shall be subject to the partnership agreement finally officially signed by all parties.
In the future, the company will, in accordance with the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and other relevant provisions, and in combination with the implementation and progress of the establishment, approval and filing of industrial funds,
Timely fulfill the obligation of information disclosure, please pay attention to the majority of investors and pay attention to investment risks.
8、 Accumulated various connected transactions with the connected person
The cumulative number and amount of transactions between the company and the same related party in the past 12 months and transactions with different related parties related to the category of this related party transaction are zero.
9、 Relevant review and approval procedures
On March 18, 2022, the company held the 15th meeting of the second board of directors and the 10th meeting of the second board of supervisors, deliberated and adopted the proposal on planning to cooperate with professional investment institutions and actual controllers to initiate the establishment of industrial funds and related party transactions, and the related directors sun Hu and Cai bin (who are husband and wife with sun Hu and act in concert) avoided voting, The independent directors of the company have expressed their independent opinions on this proposal. This transaction constitutes a connected transaction and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This transaction has been deliberated and approved at the 15th meeting of the second board of directors and the 10th meeting of the second board of supervisors of the company, and needs to be submitted to the general meeting of shareholders for deliberation and approval. The related shareholders interested in the related party transaction will avoid voting.
10、 Verification opinions of the recommendation institution
The recommendation institution consulted the relevant resolutions of the board of directors, opinions of independent directors, resolutions of the board of supervisors and other documents, understood the specific arrangements and relevant information of joint investment with professional investment institutions and related parties, and verified the company’s related party transaction.
After verification, the sponsor believes that: S.P.I Landscape Design Co.Ltd(300844) joint investment and related party transactions with professional investment institutions and actual controllers have been deliberated and approved by the board of directors and the board of supervisors of the company, independent directors have expressed clear consent and fulfilled the necessary decision-making procedures, and the related party transactions still need to be submitted to the general meeting of shareholders for deliberation, which is in line with the relevant provisions of relevant laws and regulations and the articles of association. The sponsor has no objection to the company’s joint investment and related party transactions with professional investment institutions and related parties.
(no text below)
