Securities code: Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) securities abbreviation: Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) No.: pro 202221 Guangxi Wuzhou Zhongheng Group Co.Ltd(600252)
Announcement on the proposed change of partners and related party transactions of Xiamen lisui investment partnership (limited partnership)
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 bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Name of investment object: Xiamen lisui investment partnership (limited partnership) (hereinafter referred to as “Xiamen lisui” or “partnership”). Up to now, the registered capital of Xiamen lisui is 400 million yuan.
Investment amount: on August 24, 2021, Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) (hereinafter referred to as ” Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) ” or “the company”) signed supplementary agreement I to the partnership agreement with Xiamen xinjinniu Investment Consulting Co., Ltd. (hereinafter referred to as “xinjinniu investment”) and Xiamen Jinniu Xingye venture capital Co., Ltd. (hereinafter referred to as “Jinniu Xingye venture capital”), The total scale of Xiamen lisui is changed from 10000 yuan to 400 million yuan. The company’s subscription as the inferior level is no more than 37.5%, and the subscribed capital contribution is no more than 150 million yuan; Xinjinniu investment has subscribed 4 million yuan as a general partner and Jinniu Xingye venture capital has subscribed 246 million yuan as a limited partner. All the above partners have paid in their capital contributions. Xinjinniu investment and Jinniu Xingye venture capital plan to transfer their respective shares of Xiamen lisui partnership to Guangxi guangtou Haisheng Wealth Investment Management Co., Ltd. (hereinafter referred to as “Haisheng wealth”) and Guangxi guangtou Asset Management Co., Ltd. (hereinafter referred to as “guangtou management”) to establish a new partnership. Chongqing Gujian Pharmaceutical Group Co., Ltd. (hereinafter referred to as “Chongqing Gujian investment group”) and its brand planning Co., Ltd. The capital contribution of Xiamen lisui after changing the partner is as follows: the newly established partnership of Guangzhou Investment Management as a priority limited partner (Lp1) contributes no more than 350 million yuan (the specific amount is determined according to the actual transaction time point) Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) as an intermediate limited partner (LP2), invested 150 million yuan; Chongqing guzang, as the inferior limited partner (LP3), invested 1665 million yuan; As the inferior limited partner (LP4), guangtou Yijian invested 101 million yuan; Haisheng wealth invested 04 million yuan as a general partner (GP).
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. In the past 12 months, in addition to this transaction, the related party transactions between the company and Guangxi Investment Group Co., Ltd. (hereinafter referred to as “guangtou group”) and its subsidiaries are detailed in “(III) related party transactions with guangtou group and its subsidiaries in the past 12 months” of “I. overview of related party transactions” of this announcement. Special risk tips:
Since xinjinniu investment and Jinniu xingyechuang have not transferred their respective shares of Xiamen lisui partnership to Haisheng wealth and Guangzhou Investment Management’s newly established partnership, and guangtou Yijian and Chongqing guzang have not joined Xiamen lisui, there is still uncertainty about whether this transaction can be completed.
As an intermediate limited partner in the partnership, the company can participate in the distribution only after the priority partners have been paid off and obtained income. If the share price of Chongqing Lummy Pharmaceutical Co.Ltd(300006) (hereinafter referred to as ” Chongqing Lummy Pharmaceutical Co.Ltd(300006) “) falls sharply at that time, the company’s investment in the partnership will suffer losses. If the creditor’s rights held by the partnership cannot be transferred to the outside world at that time, or the principal and interest of the creditor’s rights and fines cannot be recovered by auction due to the decline in the price of the Pledged Shares, the company’s contribution to the partnership will not be able to withdraw. 1、 Overview of related party transactions
(I) basic information of related party transactions
On August 23, 2021, the 28th meeting of the ninth board of directors of the company was held by means of communication voting. The meeting deliberated and approved the Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on the proposed capital contribution to subscribe for the shares of Xiamen lisui investment partnership (limited partnership). Xiamen lisui is composed of general partner xinjinniu investment, limited partner Jinniu Xingye venture capital and Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) investment, of which xinjinniu investment subscribed RMB 04 million as general partner and Jinniu Xingye venture capital subscribed RMB 246 million as limited partner, Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) as a limited partner, he has subscribed 150 million yuan, and all the above partners have paid in. Xinjinniu investment and Jinniu Xingye venture capital have no relationship or interest arrangement with the company.
Xinjinniu investment and Jinniu Xingye venture capital plan to transfer their respective shares of Xiamen lisui to the newly established partnership of Haisheng wealth and Guangzhou Investment Management. In addition, guangtou Yijian and Chongqing guzang plan to join Xiamen lisui. The capital contribution of Xiamen lisui after changing the partner is as follows: the newly established partnership of Guangzhou Investment Management as a priority limited partner (Lp1) contributes no more than 350 million yuan (the specific amount is determined according to the actual transaction time point) Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) as an intermediate limited partner (LP2), invested 150 million yuan; Chongqing guzang, as the inferior limited partner (LP3), invested 1665 million yuan; As the inferior limited partner (LP4), guangtou Yijian invested 101 million yuan; Haisheng wealth invested 04 million yuan as a general partner (GP).
The controlling shareholder of the company is Guangxi Investment Group Co., Ltd. and guangtou medical health is the wholly-owned subsidiary of the controlling shareholder of the company. Therefore, guangtou medical health is an associated legal person of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) .
According to the relevant provisions of the articles of association, this related party transaction is within the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(II) review procedures for the performance of related party transactions
On April 15, 2022, the company held the 37th meeting of the ninth board of directors and the 21st Meeting of the ninth board of supervisors, and deliberated and adopted Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) the proposal on the proposed change of partners and related party transactions of Xiamen lisui investment partnership (limited partnership). The independent directors of the company approved the above related party transaction proposal in advance and expressed independent opinions.
(III) related party transactions with guangtou group and its subsidiaries in the past 12 months
1. The company and Guohai Innovation Capital Investment Management Co., Ltd. (hereinafter referred to as “Guohai innovation capital”) have established a healthy entrepreneurship fund. The scale of the fund is proposed to be 300 million yuan, including 240 million yuan invested by the company as LP and 60 million yuan invested by Guohai innovation capital as GP. The initial contribution of the company and Guohai innovation capital has been fully paid in.
For details, please refer to the announcement of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on the proposed investment and establishment of Shenzhen Guohai Zhongheng pharmaceutical health venture capital partnership and related party transactions (Announcement No.: pro 202147), the supplementary announcement of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on the proposed investment and establishment of Shenzhen Guohai Zhongheng pharmaceutical health venture capital partnership and related party transactions (Announcement No.: pro 202150) disclosed by the company on June 18, June 19 and September 23, 2021 Announcement of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on the company’s investment in the establishment of a medical and health venture capital partnership and the completion of the filing of private investment funds (Announcement No.: p.202173).
2. In order to improve the company’s capital use efficiency and increase the company’s capital income, the company plans to use its own funds to subscribe for the “2021 phase I capital supplement bond” to be issued by Beibu Gulf Property Insurance Co., Ltd. (hereinafter referred to as “Beibu Gulf property insurance”), with a subscription amount of no more than 100 million yuan and an investment period of no less than 5 years. For details, please refer to the announcement of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on the proposed subscription of phase I capital supplementary bonds and related party transactions of Beibu Gulf Property Insurance Co., Ltd. in 2021 (Announcement No.: pro 202192) disclosed by the company on November 23, 2021.
3. Beibu Gulf property insurance plans to increase its capital and shares. The company plans to subscribe for no more than 300 million shares with a capital contribution of no more than 450 million yuan. After the capital increase of Beibu Gulf property insurance is completed, the company will hold no more than 16.66% of the shares of Beibu Gulf property insurance, and the matter will be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to the announcement of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on capital increase and share expansion and related party transactions of Beibu Gulf Property Insurance Co., Ltd. (Announcement No.: pro 202193) disclosed by the company on November 23, 2021.
4. The company’s participation in the related party transactions of capital increase and share expansion of Beibu Gulf property insurance and subscription of capital supplement bonds involves a large amount, and the matters are relatively complex, with high attention from investors and the market. After careful research, the company believes that the matter needs further research and demonstration, and decides to terminate its participation in the related party transactions of capital increase and share expansion of Beibu Gulf property insurance and subscription of capital supplement bonds. The board of directors and the board of supervisors of the company agreed to terminate the company’s participation in the related party transactions of capital increase and share expansion of Beibu Gulf property insurance and subscription of capital supplement bonds, and cancel the submission to the general meeting of shareholders for deliberation. For details, please refer to the announcement of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on terminating the subscription of the first capital supplement bond of Beibu Gulf Property Insurance Co., Ltd. in 2021 and the capital increase and share expansion of Beibu Gulf Property Insurance Co., Ltd. (Announcement No.: p.2021103) disclosed by the company on December 6, 2021.
The first related party transaction above has been deliberated and approved by the general meeting of shareholders of the company, and the implementation of the second to fourth related party transactions has been terminated.
2、 Introduction to new related parties
(I) basic information of wide investment in medical and health care
Enterprise name: Guangxi guangtou Pharmaceutical Health Industry Group Co., Ltd
Unified social credit code 9145 Shenzhen Overseas Chinese Town Co.Ltd(000069) 0209054h
Legal representative: Wang Kun
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Date of establishment: June 8, 2009
Registered capital: 219 million yuan
Address: 15th and 16th floors, gig international financial capital center, No. 6, Feiyun Road, Liangqing District, Nanning
Permitted items: accommodation services; Food and Beverages; Food business; Wholesale of food and beverage; Retail of tobacco products; Real estate development and operation; High risk sports (swimming); Business scope: Barber services; Beauty services; Various engineering construction activities (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments). General projects: health management consulting services; To the doctor
Investment and management of pharmaceutical manufacturing industry, medical instruments and equipment, and health industry; Investment and management in culture, tourism, sports, high-tech industries, commerce and trade, catering, entertainment, hotels, sightseeing agriculture, health care and elderly care, economic parks, culture and education, medical and health care, landscaping, logistics and warehousing, and manufacturing; Project planning; Information consulting services; Land development and consolidation; Laundry services, business printing services, ticket agency services, translation services, wedding etiquette services, health care services, cleaning services, urban parking services, conferences and exhibitions and related services; Real estate leasing operation and property management; Car rental, flower pot rental; Scenic spot management; Art performance services, indoor entertainment activities, sports professional organization activities, China trade, online trade agency, import and export trade. (except for administrative examination and approval and special provisions of the state); Fitness and leisure activities; Engineering management services; Procurement agency services (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Equity structure guangtou group holds 100% of the shares of guangtou medical health.
Guangtou medical health is a wholly-owned subsidiary of guangtou group, and guangtou medical health is a related law relationship of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252)
People.
(II) main financial indicators of gitih
Unit: 100 million yuan
December 31, 2021 / March 31, 2022/
project
January December 2021 January March 2022
Total assets 24.63 25.08
Net assets 22.72 22.70
