Zhongtian Guofu Securities Co., Ltd
About Tangrenshen Group Co.Ltd(002567)
Verification opinions on joint investment between subsidiaries and professional investment institutions
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as "Zhongtian Guofu securities" or "sponsor") as a sponsor of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as " Tangrenshen Group Co.Ltd(002567) " or "company") for continuous supervision of non-public offering of shares, in accordance with the measures for the administration of securities Issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions have carefully verified the joint investment of Tangrenshen Group Co.Ltd(002567) subsidiaries and professional investment institutions, and the verification opinions are as follows:
1、 Overview of foreign investment
1. The subsidiary of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as "the company") Shenzhen Qianhai Tangrenshen Group Co.Ltd(002567) Investment Co., Ltd. (hereinafter referred to as "Qianhai Tangrenshen Group Co.Ltd(002567) ") plans to cooperate with Guangdong Wenshi Investment Co., Ltd. (hereinafter referred to as "Wenshi investment") and Zhuhai Xinzhou selection No. 1 equity investment fund partnership (limited partnership) (hereinafter referred to as "Xinzhou selection No. 1") with its own capital of 20 million yuan Chongqing Baiya Sanitary Products Co.Ltd(003006) (hereinafter referred to as "Chongqing Baiya"), Yan guangkuan jointly invested in Wenrun Jiapin No. 2 (Zhuhai) equity investment fund partnership (limited partnership), and the target scale of the fund is 250 million yuan.
2. On April 8, 2022, the 49th meeting of the eighth board of directors of the company deliberated and adopted the proposal on joint investment between subsidiaries and professional investment institutions.
3. This investment does not constitute horizontal competition and related party transactions, nor does it constitute a major asset reorganization of listed companies as stipulated in the administrative measures for major asset reorganization of listed companies. Within the approval authority of the board of directors, it is not necessary to submit it to the general meeting of shareholders for deliberation.
2、 Basic information of investment fund
1. Name: Wenrun Jiapin No.2 (Zhuhai) equity investment fund partnership (limited partnership)
2. Enterprise type: limited partnership
3. Unified social credit Code: 91440400ma56k7a03w
4. Executive partner: Guangdong Wenshi Investment Co., Ltd
5. Registered address: room 2011357, building 17, No. 1889, Huandao East Road, Hengqin new area, Zhuhai (centralized office area)
6. Date of establishment: June 9, 2021
7. Business term: June 9, 2021 to June 8, 2028
8. Registered capital: 2 million yuan
9. Business scope: general items: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after completing the registration and filing of China Securities Investment Fund Association). (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
10. The fund is still collecting funds. Up to now, the subscription of the fund is as follows:
Name / name subscribed capital contribution subscribed capital contribution partner type (10000 yuan) proportion method
Guangdong Wenshi Investment Co., Ltd. 1000000 46.51% currency general partner
Zhuhai Xinzhou select No. 1 equity investment fund 700000 32.56% currency limited partnership (limited partnership)
Chongqing Baiya Sanitary Products Co.Ltd(003006) 200000 9.30% currency limited partner
Yan guangkuan 500.00 2.33% currency limited partner
Shenzhen Qianhai Tangrenshen Group Co.Ltd(002567) Investment Co., Ltd. 200000 9.30% currency limited partner
Total: 2150000% - 100.00%-
11. Contribution method and progress:
Up to now, the capital contribution of partners is in RMB cash, and the specific progress of capital contribution is subject to the payment notice of the general partner.
12. Duration: the business term registered on the business license of the partnership is 8 years, calculated from the date of establishment of the partnership. The operation period of the fund is 5 years, of which the investment period is 2 years, and the withdrawal period is 3 years from the date of the first partner's paid in capital contribution. According to the specific investment situation of the project, upon the decision of the manager, the operation period of the fund can be ended or extended in advance. Each extension can be up to 1 year and 2 times at most. After the manager decides to extend the partnership for two times, if the partnership still does not withdraw from the invested enterprise or the partnership property exists in non cash form and needs to be extended again, the duration of the partnership can be extended until the date when the partnership property is realized and the distribution is completed with the consent of more than two-thirds of the partners in the general meeting of partners, Or make non cash distribution to all partners in accordance with the provisions of laws and regulations at that time and when all conditions permit.
13. Management mode: the partnership appoints the executive partner as the fund manager of the fund.
The fund has an investment decision-making committee (hereinafter referred to as the "investment decision-making committee"), which is the decision-making body for the investment, post investment management and exit of the fund project. The fund investment and decision-making committee shall have a chairman appointed by the fund manager Wen's investment. The chairman shall be responsible for convening and presiding over the meeting of the investment and decision-making committee and making minutes of the meeting. The fund voting and decision-making meeting is held from time to time, and each member attending the meeting has one vote. The voting votes are divided into "affirmative vote", "negative vote" and "abstention vote" (the reasons for voting shall be briefly stated when voting against the vote). The resolution shall be deemed to have been passed only when the proposal considered by the voting and decision-making meeting is passed by more than 2 / 3 (including this number) of all members participating in the meeting.
When the investment amount of a single project of the fund does not exceed 48 million yuan, the fund investment decision-making committee shall be composed of five members. Among them, Wen's investment has the right to appoint five members.
When the investment amount of a single project of the fund exceeds 48 million yuan, the fund investment decision-making committee shall be composed of five members. Among them, Wen's investment has the right to appoint five members. However, after the investment and decision-making Committee deliberates and approves the proposal on the investment of fund projects and the withdrawal of invested projects, one or more partners with a total capital contribution of more than 50% have the right to veto the resolution of the investment and decision-making committee. After the proposal of the investment and decision-making committee to consider and approve the investment of fund projects and the withdrawal of invested projects is passed, the chairman of the investment and decision-making committee shall file the relevant materials with the partners as soon as possible and give a clear reply within 3 working days. If there is no clear reply within 3 working days, it shall be deemed to be in favor.
14. Investment mode: equity investment.
15. Accounting method: take the fund as the accounting subject, establish accounts separately, conduct accounting independently, and prepare financial reports separately.
16. Main investment fields: the partnership mainly invests in the equity of unlisted enterprises, the property share of limited partnership, the equity of companies listed on the new third board, and the fixed increase of listed companies; For the purpose of equity investment, provide the invested enterprise with a loan within one year. The maturity date of the loan shall not be later than the withdrawal date of equity investment, and the loan amount shall not exceed 20% of the paid in amount of the partnership.
The idle funds of the partnership can be invested in bank demand deposits, treasury bonds, central bank bills, money market funds and other cash management tools recognized by the CSRC.
The partnership's investment in a single project shall not exceed 20% of the total subscribed capital contribution of the partnership.
17. Exit mechanism: (1) the partnership directly transfers the equity, capital contribution or assets of the invested enterprise to realize exit; (2) After the dissolution and liquidation of the invested enterprise, the partnership will distribute the property of the invested enterprise.
18. Profit distribution: within 90 days after the partnership obtains the project income and is reasonably reserved by the manager according to the project cost decision, it shall distribute it to the partners according to the proportion of the partners' paid in capital contribution. The project income includes but is not limited to dividends, bonuses, income from equity transfer, income from stock sale, and the cost includes but is not limited to relevant taxes, liabilities Partnership expenses and other obligations (including taxes, debts, partnership expenses and other obligations that have been incurred and may be incurred in the future).
18. Profit distribution: within 90 days after the partnership obtains the project income and is reasonably reserved by the manager according to the project cost decision, it shall distribute it to the partners according to the proportion of the partners' paid in capital contribution. The project income includes but is not limited to dividends, bonuses, income from equity transfer, income from stock sale, and the cost includes but is not limited to relevant taxes, liabilities Partnership expenses and other obligations (including taxes, debts, partnership expenses and other obligations that have been incurred and may be incurred in the future). The recovered funds shall be distributed in the following order: (1) the amount corresponding to the investment principal shall be distributed according to the proportion of partners' paid in capital contribution; (2) Distribute the amount corresponding to the annualized rate of 6% of the principal according to the proportion of the partners' paid in capital contribution; (3) The manager shall withdraw 20% of the remaining excess return funds after distribution in accordance with Articles 1 and 2 as performance remuneration, and the remaining 80% shall be distributed by all partners according to the proportion of paid in capital contribution.
19. Cooperation status, rights and obligations of each investor:
(1) Rights of limited partners: obtain income distribution according to the agreement; Attend the partners' meeting in accordance with the agreement; Propose and discuss the replacement of audit institutions in accordance with the agreement; Obtain the financial report of the partnership according to the agreement; Consult the accounting books of the partnership according to the agreement; Distribute the remaining property of the partnership liquidation according to the agreement; Understand the operation and investment of the partnership in the manner specified in the agreement; Put forward reasonable suggestions to the general partner of the partnership;
Obligations of limited partners: make capital contributions to the partnership in accordance with this Agreement; Limited partners shall not disclose the business secrets of the partnership and / or its portfolio company (including but not limited to the business information and financial information of the portfolio company and the business information and financial information of the proposed investment project) they have learned to any third party and / or use the aforesaid business secrets to engage in business competing with the partnership and / or seek benefits for related parties.
(2) Rights of the general partner / executive partner: to make decisions and implement the external investment of the partnership and the withdrawal of invested projects; Acquire, hold, manage, maintain and dispose of the assets of the partnership on behalf of the partnership, including but not limited to investment assets, non investment assets, etc; Take all actions necessary or appropriate to maintain the legal existence of the partnership and carry out business activities as a partnership; Open, maintain and cancel the bank accounts and securities accounts of the partnership, and issue cheques and other payment vouchers; Enter into a custody agreement (if any) on behalf of the partnership; Employ professionals, intermediaries and consultants to provide services to the partnership, including industrial and commercial registration, audit of industrial and commercial annual report, taxation, fund filing and so on; Decide to bring a lawsuit or respond to a lawsuit and conduct arbitration for the interests of the partnership; Compromise and compromise with the other party in dispute to solve the dispute between the limited partnership and the third party; Take actions to ensure the property safety of the partnership and reduce the possible risks to the partnership, partners and their property due to the business activities of the partnership; Other matters that should be unanimously agreed by all partners except those stipulated by law or this agreement.
Obligations of the general partner: make capital contributions to the partnership in accordance with this Agreement; It should seek the best interests for the partnership based on the principle of good faith; As the executive partner of the partnership, he is fully responsible for the operation, management, control, decision-making and all other partnership affairs of the partnership.
3、 Basic information of partners
(I) Guangdong Wenshi Investment Co., Ltd
1. Unified social credit Code: 91440400572195595q
2. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
3. Legal representative: Luo Yueting
4. Registered capital: 500 million yuan
5. Date of establishment: April 21, 2011
6. Registered address: room 10558823, No. 6, Baohua Road, Hengqin new area, Zhuhai (centralized office area)
7. Business scope: foreign investment with self owned funds (except for projects prohibited by laws and regulations);
Investment management (except for projects involving licensed operation). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
8. Equity structure: Wens Foodstuff Group Co.Ltd(300498) holds 100% equity of Wenshi investment.
9. Description of association relationship: there is no association relationship or interest arrangement with the company and its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers, and there is no concerted action relationship with other investors involved in the establishment of investment funds.
10. Wen's investment is a fund manager registered with the China Securities Investment Fund Industry Association, with the registration number of p1 Jiangsu Yoke Technology Co.Ltd(002409) .
(II) Zhuhai Xinzhou select No. 1 equity investment fund partnership (limited partnership)
1. Unified social credit Code: 91440400ma55yk430x
2. Registered address: room 2011064, building 17, No. 1889, Huandao East Road, Hengqin new area, Zhuhai (centralized office area)
3. Executive partner: Guangdong Junsheng Private Equity Fund Management Co., Ltd. (appointed representative: Qingchao) 4. Registered capital: RMB 80 million
5. Date of establishment:
