Stock Code: Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) stock abbreviation: Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) No.: Lin 2022013 announcement of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. on the participation of its wholly-owned subsidiaries in the subscription of private equity fund units 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 are responsible for its authenticity Individual and joint liability for accuracy and completeness. Important content tips:
Name of investment target: Chongqing Jiangbei Zhongke Xianxian private equity investment fund partnership (limited partnership) (hereinafter referred to as "target fund").
Investment amount: Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) Power Investment Co., Ltd. (hereinafter referred to as "power investment company"), a wholly-owned subsidiary of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) power (Group) Co., Ltd. (hereinafter referred to as "the company"), as a limited partner, subscribed RMB 30 million in currency (cash).
This subscription does not involve related party transactions, nor does it constitute a major asset restructuring.
Risk tips:
1. The underlying fund has been filed with the China Securities Investment Fund Industry Association (hereinafter referred to as the "fund industry association") (filing Code: ssu876), and the change registration approval needs to be handled with the local financial supervision and Administration Bureau and the market supervision and Administration Bureau. There may be a risk that it may not meet the relevant change conditions and thus cannot operate normally. 2. As of the date of disclosure of this announcement, although the parties have signed the partnership agreement, there is still a risk that the subscribed capital cannot be actually invested in place.
3. The foreign investment direction of the underlying fund is in the fields of high-end equipment, medical devices, new energy, new materials and biomedicine. It takes major scientific and technological innovation and transformation of scientific and technological achievements or independent intellectual property projects as the key investment objects. Affected by many uncertain factors such as economic environment, industry cycle, market changes, investment and trading scheme, project operation and regulatory policies, the investment income may be lower than expected Risks such as failure to exit in time.
4. The fund partnership has the characteristics of long investment cycle and low liquidity. The subject fund invested by the power investment company may face a long investment payback period. At the same time, the foreign investment process of the underlying fund will be affected by many factors, such as policy, tax, economic cycle, operation and management of the investment target, and may also face risks such as improper selection of the investment target, wrong decision-making, investment failure and loss. Power Investment Company Limited as the subject fund
The company will continue to follow up the situation of the target fund and its investment projects, and actively do a good job in risk prevention and control by striving for the observer of the target fund, supervising the whole process of the investment of the target fund, and strengthening the risk assessment and post investment management of investment projects. The follow-up company will timely perform the obligation of information disclosure in accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the guidelines for self discipline supervision of listed companies No. 5 - transactions and related party transactions. Please pay attention to the investment risks.
1、 Overview of this investment
Recently, the power investment company, a wholly-owned subsidiary of the company, as a limited partner, signed the Chongqing Jiangbei Zhongke Xianxian private equity investment fund partnership (limited partnership) limited partnership agreement (hereinafter referred to as the "limited partnership agreement"), with a subscribed capital contribution of 30 million yuan, accounting for 14.85% of the total subscribed capital contribution.
This subscription has been deliberated and approved by the general manager's office meeting in accordance with the relevant internal control system of the company, and does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. This subscription does not involve related party transactions, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of this investment
(I) fund manager, general partner and executive partner
1. Company name: Beijing Zhongke Xianxian Venture Capital Management Co., Ltd. (hereinafter referred to as "Zhongke venture capital") 2. Organization form: limited liability company
3. Unified social credit Code: 91110108ma01xhq50m
4. Registered address: 518, floor 5, No. 9, North Fourth Ring West Road, Haidian District, Beijing
5. Legal representative: Zhang Yanqi
6. Registered capital: 10 million yuan
7. Business scope: private equity investment fund management, venture capital fund management
8. Ownership structure:
Name of shareholder subscribed capital contribution equity ratio
Zhongke Xianxian (Beijing) Asset Management Co., Ltd. 3.5 million 35%
Tianjin Zhongke Tianjian enterprise management partnership (limited partnership) 2.2 million 22%
Tianjin Zhongke dikun enterprise management partnership (limited partnership) 2.1 million 21%
Tianjin Zhongke Xinyang enterprise management partnership (limited partnership) 1.2 million 12%
Hangzhou Yongli Enterprise Management Co., Ltd. 1 million 10%
Total 10 million 100%
10. Zhongke venture capital has been registered with the fund industry association as the private fund manager (Registration Code: p1071999) (II) basic information of the subject fund
1. Fund Name: Chongqing Jiangbei Zhongke Xianxian private equity investment fund partnership (limited partnership)
2. Organizational form: limited partnership
3. Fund manager: Zhongke venture capital
4. Fund scale: the total subscribed capital of the target fund is 202 million yuan
5. Capital contribution arrangement: the subscription period is before May 31, 2022, and each partner shall complete all paid in capital contributions at one time within the subscription period.
6. Other limited partners: Chongqing Zhuosheng Real Estate Co., Ltd., Chongqing electromechanical holding group Xinbo Investment Management Co., Ltd., Chongqing Yufu capital operation group Co., Ltd. and Hainan Yuneng Investment Co., Ltd. 7. Duration: from the date when the underlying fund obtains the business license after change registration to the date of expiration of eight years. 8. The underlying fund has been filed with the Fund Industry Association (filing Code: ssu876), and the change registration approval needs to be handled with the local financial supervision and Administration Bureau and the market supervision and Administration Bureau.
3、 Description of related relationship or other interest relationship
The underlying fund manager and each partner have no affiliated relationship or other interest arrangement with the company, the company's controlling shareholder, actual controller, directors, supervisors and senior managers; The controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers of the company do not participate in the subscription of the underlying fund units and do not hold positions in the underlying fund.
4、 Main contents of the limited partnership agreement
(I) investment business
1. Investment direction
The foreign investment direction of the target fund is high-end equipment, medical devices, new energy, new materials, biomedicine and other fields, with major scientific and technological innovation and transformation of scientific and technological achievements or independent intellectual property projects as the key investment objects.
2. Investment operation mode
The target fund will focus on investing in CAS systems and their scientific and technological achievements projects such as the Institute of physical and chemical technology of the Chinese Academy of Sciences, the Institute of physics of the Chinese Academy of Sciences, the Institute of chemistry of the Chinese Academy of Sciences and the national nano science center. Otherwise, it shall be subject to the decision-making and consent of the partners who hold more than two-thirds (including this amount) of the paid in capital of the partnership.
3. Investment restrictions
The underlying fund shall not engage in the following businesses:
(1) Investing in listed enterprises, except for the shares held by the fund that have not been transferred and their placement after the invested unlisted enterprises are listed; (2) Guarantee, mortgage and entrusted loan business; (3) Stocks, futures, real estate (including the purchase of self use real estate), securities investment funds, corporate bonds, trust products, non principal guaranteed financial products, insurance plans and other financial derivatives; (4) Provide sponsorship and donation to any third party; (5) Absorb or absorb deposits in a disguised form, or provide loans and inter-bank loans to third parties; (6) Foreign investment with unlimited joint and several liability; (7) Issuing trust or collective financial products to raise funds; (8) During the duration, the investment recovery funds are used for foreign investment; (9) Other laws and regulations prohibit or do not meet the requirements of normative documents such as the Interim Measures for the administration of venture capital enterprises and the Interim Measures for the supervision and administration of private investment funds. 4. Investment decision
The fund manager has an investment decision-making committee, which is responsible for reviewing and making decisions on the investment projects (and their withdrawal) submitted by the investment team.
5. Investment exit
The underlying fund will adopt a diversified exit strategy, and the executive partner or fund manager can adjust the exit strategy in due time according to the specific conditions of the invested enterprise and the market.
(II) income distribution and loss sharing
1. Income distribution
(1) Distribute to all limited partners in proportion to their respective paid in capital contributions until the paid in capital contributions of each limited partner are covered; (2) Distribute to the general partner until it covers the paid in capital contribution of the general partner; (3) The balance after the above distribution is excess income, which shall be distributed by each partner in accordance with the agreement.
2. Loss sharing
In case of any loss during the liquidation of the underlying fund, the losses of the fund shall first be made up by the general partner with his subscribed capital contribution to the fund, and the remaining part shall be borne by other limited partners according to the proportion of capital contribution, and the limited partners shall bear only to the extent of their subscribed capital contribution.
(III) exit mechanism
The underlying fund is closed. Before the dissolution of the underlying fund, the limited partners shall not withdraw from the partnership or request to recover the paid in capital in advance, unless they have the written consent of the executive partner and transfer all their partnership interests to the replacement limited partner in accordance with the partnership agreement, or withdraw from the partnership in accordance with the withdrawal method otherwise agreed between them and the executive partner to the extent permitted by applicable law.
(IV) application of law and dispute resolution
All disputes arising from and in connection with this Agreement shall first be settled through friendly negotiation between the relevant parties. If the relevant parties cannot resolve through negotiation, they shall file a lawsuit with the people's court with jurisdiction in the place where the fund is registered.
(V) effectiveness of the agreement
The limited partnership agreement shall be established and come into force after being effectively signed by all parties.
5、 Impact on Listed Companies
(I) this participation in the subscription of the target fund is a good cooperation between the company and professional equity investment institutions. With the help of the platform advantages and comprehensive competitive advantages of the target fund and its general partner, while realizing the appreciation of the company's capital, the company can obtain business cooperation opportunities from the investors of the same target fund, accumulate high-quality project resources and help the development of the company's industrial investment.
(II) the source of funds this time is the company's own funds, which will not affect the normal operation of the company's production and operation activities, and will not have a significant impact on the company's financial and operating conditions. After the completion of this subscription, there will be no new connected transactions or horizontal competition.
(III) the target fund subscribed this time is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The relevant approval and decision-making procedures comply with the provisions of laws, regulations and the articles of association.
6、 Risk tips
(I) the underlying fund has been filed with the Fund Industry Association (filing Code: ssu876), and it still needs to go through the change registration approval with the local financial supervision and Administration Bureau and the market supervision and Administration Bureau, which may not meet the relevant change conditions and thus fail to operate normally.
(II) as of the date of disclosure of this announcement, although the parties have signed the partnership agreement, there is still a risk that the subscribed capital cannot be actually invested in place.
(III) the foreign investment direction of the target fund is high-end equipment, medical devices, new energy, new materials, biomedicine and other fields, with major scientific and technological innovation and transformation of scientific and technological achievements or independent intellectual property projects as the key investment objects. Affected by many uncertain factors such as economic environment, industry cycle, market changes, investment and trading scheme, project operation, regulatory policies and so on, the investment income may be lower than expected Risks such as failure to exit in time.
(IV) the fund partnership has the characteristics of long investment cycle and low liquidity. The underlying fund of this investment may face a long investment payback period. At the same time, the foreign investment process of the underlying fund will be affected by many factors, such as policy, tax, economic cycle, operation and management of the investment target, and may also face risks such as improper selection of the investment target, wrong decision-making, investment failure and loss. As the limited partner of the underlying fund, the power investment company shall bear the largest loss not exceeding the subscribed capital contribution this time.
The company will continue to follow up the situation of the target fund and its investment projects, and actively do a good job in risk prevention and control by striving for the observer of the target fund, supervising the whole process of the investment of the target fund, and strengthening the risk assessment and post investment management of investment projects. The follow-up company will timely perform the obligation of information disclosure in accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the guidelines for self discipline supervision of listed companies No. 5 - transactions and related party transactions. Please pay attention to the investment risks.
It is hereby announced.
Board of directors of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd
March 29, 2002
