Western Securities Co.Ltd(002673)
About Hunan Jiudian Pharmaceutical Co.Ltd(300705)
Special verification opinions on joint investment and related party transactions with professional institutions
Western Securities Co.Ltd(002673) (hereinafter referred to as " Western Securities Co.Ltd(002673) " or "sponsor") as a sponsor of Hunan Jiudian Pharmaceutical Co.Ltd(300705) (hereinafter referred to as " Hunan Jiudian Pharmaceutical Co.Ltd(300705) " or "company") issuing convertible bonds to unspecified objects, according to the measures for the administration of securities issuance and listing recommendation business In accordance with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, we have conducted prudent verification on the joint investment and related party transactions between Hunan Jiudian Pharmaceutical Co.Ltd(300705) and professional institutions. The specific verification is as follows:
1、 Joint investment and related party transactions with professional institutions
In order to make full use of the strength and resource advantages of professional investment institutions, further seize the opportunities of China Meheco Group Co.Ltd(600056) industry development, optimize industrial layout, enhance comprehensive competitiveness and reduce investment risks, Hunan Jiudian Pharmaceutical Co.Ltd(300705) plans to use its own capital of 10 million yuan with Shenzhen Qianhai CICC Chuangfu Industrial Fund Management Co., Ltd. (hereinafter referred to as "CICC Chuangfu") Hainan shangshandianzan private venture capital fund partnership (limited partnership) (hereinafter referred to as "shangshandianzan") and Shenzhen Ping An Huitong Investment Management Co., Ltd. (hereinafter referred to as "Ping An Huitong") jointly invested and established Shenzhen Hongdian Shengshi pharmaceutical investment partnership (limited partnership) (tentative name, subject to the approval of industrial and commercial registration, hereinafter referred to as "partnership").
Shangshandianzan, the partner of this transaction, is jointly invested and established by limited partners such as directors, supervisors and senior managers of the company. Therefore, shangshandianzan is a related party of the company. This transaction constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
The company held the 7th Meeting of the 3rd board of directors on January 11, 2022, deliberated and adopted the proposal on joint investment and related party transactions with professional investment institutions, and the related directors Mr. Zhu Zhihong, Ms. Duan Lixin, Mr. Zheng Xiahui and Ms. Zhu Zhiyun made an avoidance vote, The independent directors approved the related party transaction in advance and expressed their independent opinions. The proposal needs to be submitted to the general meeting of shareholders for deliberation, and the related shareholders will avoid voting when considering the proposal.
The company promises not to use idle raised funds to temporarily supplement working capital, change the investment direction of raised funds to permanently supplement working capital, use over raised funds to permanently supplement working capital or repay bank loans within 12 months after participating in investment.
2、 Basic information of related partners
1. Basic registration information
Enterprise name: Hainan shangshandianzan private venture capital fund partnership (limited partnership)
Enterprise type: limited partnership
Unified social credit Code: 91460200maa91xad95
Date of establishment: September 9, 2021
Registered address: No. 21-08-86, block a, building 12, South Asia Pacific Financial Town, Haitangwan District, Sanya City, Hainan Province executive partner: Shenzhen Qianhai shanjinshi private equity investment fund management Co., Ltd
Business scope: 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 with China Securities Investment Fund Association). (in addition to the licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
2. Partners
Partner's capital contribution type (10000 yuan)
Shenzhen Qianhai shanjinshi private equity general partner 8.00 0.09% equity investment fund management Co., Ltd
Zhu Zhihong limited partner 2000.00 23.10%
Duan Lixin limited partner 1000.00 11.55%
Zheng Xiahui limited partner 800.00 9.24%
Zhu Zhiyun limited partner 500.00 5.78%
Yang Yang limited partner 500.00 5.78%
Liu Ying limited partner 500.00 5.78%
Xiong Ying limited partner 100.00 1.16%
Zeng Lei limited partner 100.00 1.16%
Duan bin limited partner 100.00 1.16%
Liang Shenghua limited partner 100.00 1.16%
Partner name partner type contribution amount (10000 yuan) contribution proportion
Luchan LP 100.00 1.16%
Other partners limited partners 2850.00 32.92%
Total 8658.00 100.00%
3. Financial data of the latest year:
Unit: Yuan
Project year 2021.12.31/2021
Total assets 28100723.39
Net assets 28100273.39
Operating income 0.00
Net profit 20273.39
Note: the above financial data have not been audited
4. Description of related relationship: shangshandianzan is jointly invested and established by limited partners such as directors, supervisors and senior managers of the company. Therefore, shangshandianzan is a related party of the company.
5. Registration and filing: the registration and filing procedures have been performed in accordance with relevant regulations. The filing date is November 3, 2021 and the filing code is ssv925.
6. According to the company's inquiry on China executive information disclosure network, shangshandianzan is not a dishonest person to be executed.
3、 Basic information of non relevant joint operators
(I) general partner
1. Basic registration information
Enterprise name: Shenzhen Qianhai Zhongjin Chuangfu Industrial Fund Management Co., Ltd
Enterprise type: limited liability company
Unified social credit Code: 91440300ma5dar6a63
Date of establishment: April 15, 2016
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
Legal representative: Zhou Wenji
Business scope: entrusted management of equity investment funds (shall not engage in securities investment activities; shall not raise funds in public to carry out investment activities; shall not engage in the management business of publicly raised funds); Investment management (excluding restricted projects). (if the above needs to be approved according to national regulations, it can be operated only after obtaining relevant approval documents according to law) 2. Shareholder Information
Name of shareholder contribution amount (10000 yuan) contribution proportion
Shenzhen Qianhai Shanrong international financial services Co., Ltd. 4500.00 90.00%
Changsha Honghui consulting management partnership (limited partnership) 500.00 10.00%
Total 5000.00 100.00%
3. Description of association relationship: CICC Chuangfu has no association relationship or interest arrangement with the company, no association relationship or interest arrangement with the controlling shareholder, actual controller, directors, supervisors and senior managers of the company, no concerted action relationship with the company, and no direct or indirect holding of shares of the company. 4. According to the company's inquiry on China executive information disclosure network, CICC Chuangfu is not a dishonest executee.
(II) limited partners
1. Basic registration information
Company name: Shenzhen Ping An Huitong Investment Management Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person)
Unified social credit Code: 9144030005899348xm
Date of establishment: December 14, 2012
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
Legal representative: Luo Chunfeng
Business scope: specific customer asset management business and other businesses approved by the CSRC
2. Shareholder Information
Name of shareholder contribution amount (10000 yuan) contribution proportion
Name of shareholder contribution amount (10000 yuan) contribution proportion
Ping An Fund Management Co., Ltd. 80000.00 100.00%
Total 80000.00 100.00%
3. Description of association relationship: Ping An Huitong has no association relationship or interest arrangement with the company, no association relationship or interest arrangement with the controlling shareholder, actual controller, directors, supervisors and senior managers of the company, no concerted action relationship with the company, and no direct or indirect holding of shares of the company. 4. According to the company's inquiry on China executive information disclosure network, Ping An Huitong is not a dishonest executee.
4、 Basic information of related party transactions
1. Subject name: Shenzhen Hongdian Shengshi pharmaceutical investment partnership (limited partnership)
2. Fund raising scale: RMB 200 million
3. Form of organization: Partnership
4. Executive partner: Shenzhen Qianhai Zhongjin Chuangfu Industrial Fund Management Co., Ltd. (appointed representative: Zhou Wenji)
5. Shareholders and their respective shareholding ratio and mode of capital contribution:
Partner name partner type contribution amount (ten thousand contribution proportion contribution method)
(yuan)
CICC Chuangfu general partner 20.00 0.10% currency
Ping An Huitong priority limited partner 10430.00 52.15% currency
Hunan Jiudian Pharmaceutical Co.Ltd(300705) sub LP 1000.00 5.00% currency
Shangshandian Zandi later limited partner 8550.00 42.75% currency
Total 20000.00 100.00%-
Note: the establishment information of the above company shall be subject to the final approval of the industrial and commercial registration authority
6. Progress of capital contribution: each party shall subscribe at one time and the capital shall be paid in stages in proportion
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