Securities code: S.P.I Landscape Design Co.Ltd(300844) securities abbreviation: S.P.I Landscape Design Co.Ltd(300844) Announcement No.: 2022009 S.P.I Landscape Design Co.Ltd(300844)
On the proposal to cooperate with professional investment institutions and actual controllers to invest and initiate the establishment of industrial funds
And related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records
Misleading statements or material omissions.
Special tips:
1. Name of industrial fund to be established for foreign investment cooperation: Shanshui figurative digital technology industrial investment fund partnership (limited partnership) (tentative name, subject to the final approval of the market supervision and administration department; hereinafter referred to as “industrial fund” or “fund” or “the partnership”).
The total amount to be invested by the limited partner is RMB 90000000 yuan (hereinafter referred to as the “self owned fund”); 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.
3. This transaction constitutes a connected transaction and does not constitute a major asset reorganization specified 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.
4. Special risk warning: the foreign investment is currently in the preparatory stage, and the partners have not officially signed the partnership agreement and carried out substantive business. There are also some risks in the establishment of industrial funds, such as failure to pass the examination and approval and failure to complete the registration and filing. In the process of operation, industrial funds may be affected by many factors, such as macro-economy, industry cycle, policy changes, investment target, operation and management, trading scheme and so on, and 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 of Shanshui concrete digital technology industry investment fund partnership (limited partnership) (hereinafter referred to as the “partnership agreement”) and on the basis of the existing risk control system. Please pay attention to investment risks.
1、 Overview of this foreign investment
(I) basic information
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.
(II) approval procedures to be performed
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 prior approval and independent opinions on the matters of 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.
The partnership agreement to be signed by the company and its actual controllers sun Hu and Yi Jian investment shall be signed after the company completes the above relevant approval procedures. At the same time, after the above matters are deliberated and approved by the general meeting of shareholders, the chairman of the company is authorized to sign the partnership agreement and relevant documents within the scope of the scheme deliberated and approved by the relevant meeting. The authorization period is from the date of making the resolution of the general meeting of shareholders to the date of complete liquidation and dissolution of the industrial fund.
As of the disclosure date of this announcement, 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) easy investment
1. Cooperative 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. Yijian investment has no relationship or interest arrangement with the company, no relationship or interest arrangement with the controlling shareholder, actual controller, shareholders holding more than 5% of the shares, 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. Cooperative 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 proposed industrial fund and main contents of the partnership 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: Yijian investment
(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 approved 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.
（15） Pricing policy and basis of transaction
The establishment of industrial fund and related party transaction is based on the principle of equality and mutual benefit, and the investment in the partnership is based on 1 yuan / subscribed capital contribution, with fair pricing. 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.
4、 Review and approval procedures and relevant opinions
(I) deliberations of the board of directors
On March 18, 2022, the company held the 15th meeting of the second board of directors and deliberated and adopted the proposal on planning to cooperate with professional investment institutions and actual controllers to invest and initiate the establishment of industrial funds and related party transactions. The related directors sun Hu and Cai bin (who are husband and wife with sun Hu and act in concert) avoided voting and adopted the proposal with 7 votes in favor, 0 votes against and 0 abstentions. The independent directors of the company have expressed their independent opinions on this proposal. This transaction needs to be submitted to the general meeting of shareholders for deliberation and approval, and the related shareholders interested in the related transaction will avoid voting.
(II) deliberation of the board of supervisors
On March 18, 2022, the company held the 10th meeting of the second board of supervisors, deliberated and approved the proposal on planning to cooperate with professional investment institutions and actual controllers to invest and initiate the establishment of industrial funds and related party transactions, and considered that the deliberation and voting procedures of the company’s joint investment and related party transactions with professional investment institutions and related parties were in line with the provisions of relevant laws, regulations, normative documents and the articles of association, This transaction is based on the principle of equality and mutual benefit. The pricing is fair and reasonable, which is in line with the interests of the company and all shareholders. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Agree to the company’s joint investment and related party transactions with professional investment institutions and related parties.
(III) prior approval and independent opinions of independent directors
The independent directors believe that: as an independent director of the company, we have previously approved the proposal on the establishment of industrial funds and related party transactions in cooperation with professional investment institutions and actual controllers, and agreed to submit the proposal to the board of directors for deliberation. Now we express our independent opinions as follows:
The establishment of industrial fund initiated by the company in cooperation with professional investment institutions and actual controllers is a prudent decision based on the company’s long-term development and current actual situation, which is in line with the interests of the company and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. When the board of directors deliberated this matter, the related directors avoided voting in accordance with the regulations, and there was no situation damaging the interests of the company and other shareholders. The deliberation and decision-making procedures of this proposal of the company comply with the company law and other laws and regulations and the relevant provisions of the articles of association.
(IV) verification opinions of the recommendation institution
After verification, the sponsor believes that the joint investment and related party transactions between the company and professional investment institutions and actual controllers have been completed
