Securities code: 688553 securities abbreviation: Sichuan Huiyu Pharmaceutical Co.Ltd(688553) Announcement No.: 2022-004 Sichuan Huiyu Pharmaceutical Co.Ltd(688553)
Announcement on foreign investment in private equity funds and related party transactions of wholly-owned subsidiaries
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 fund: Zhuzhou Wenzhou Junzhe venture capital partnership (limited partnership) (hereinafter referred to as “Wenzhou Junzhe”)
Investment amount: Sichuan Huiyu Pharmaceutical Technology Co., Ltd. (hereinafter referred to as “pharmaceutical technology”), a wholly-owned subsidiary of the company, plans to use its own or self raised funds to subscribe a capital contribution of RMB 50 million.
The fund manager of Wen Zhou Junzhe is Shanghai Wen Zhou Investment Management Co., Ltd. (hereinafter referred to as “Wen Zhou investment”), and Mr. Wang Shuguang, the supervisor of the company, serves as the chairman of Wen Zhou investment. According to the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, Mr. Wang Shuguang, the supervisor of the company, is an associated natural person of the company, and he is also the chairman of Wen Zhou investment, the fund manager (general partner) of Wen Zhou Junzhe. Therefore, Wenzhou investment constitutes an affiliated legal person of the company, and this transaction constitutes a connected transaction, which does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
As the private equity investment fund is a long-term equity investment, it is mainly invested in the pharmaceutical field, which may have the risk of partial or total principal loss. It is mainly engaged in equity investment business, with the characteristics of long investment cycle and low liquidity. After the establishment and operation of the fund, it is subject to national policies, economic environment, industry cycle, technological development The risk of failure to achieve the expected income or loss due to the impact of various factors such as the operation and management of the investment object and the transaction scheme. The partnership agreement has not been signed, and the contract content and specific operation mode shall be subject to the formal contract text signed by the final parties, and there are certain uncertainties in the implementation process. 1、 Overview of this foreign investment
(I) basic information of this subscription
In order to improve the company’s capital utilization and return on investment, fully integrate and utilize the advantageous resources of all parties, timely grasp the investment opportunities and reduce the investment risk through the professional investment management team, and make use of the fund platform to help the company obtain the industry information of innovative drug research and development and the resources of innovative drug projects as an important supplement for the company’s future development of innovative drugs, The wholly-owned subsidiary of the company plans to contribute RMB 50 million with its own or self raised funds to subscribe for Wen Zhou Junzhen’s fund shares.
(II) decision making and approval procedures for this investment
The company held the 20th meeting of the first board of directors and the 12th meeting of the first board of supervisors on January 11, 2022, and deliberated and approved the matters of foreign investment in private equity funds. Independent directors have issued approval opinions and agreed independent opinions in advance. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation. 2、 Basic information of this private placement fund
(I) basic information of private equity funds
Enterprise name: Zhuzhou Wenzhou Junzhe venture capital partnership (limited partnership)
Unified social credit Code: 9143020ma4t4u1x0r
Enterprise type: limited partnership
Date of establishment: March 8, 2021
Registered capital: 270 million yuan
Registered address: No. 922, Yunfa center, No. 88, Yunlong Avenue, Yunlong demonstration zone, Zhuzhou
Business scope: engaging in unlisted equity investment activities and related consulting services (not allowed)
Engage in absorbing public deposits or absorbing public deposits in a disguised form, collecting funds, entrusted loans and issuing loans
Loans and other national financial supervision and financial credit business). (projects subject to approval according to law shall be approved by
Business activities can only be carried out with the approval of relevant departments).
Private investment fund filing No.: sqj143
(II) after the capital increase, the fund investors and investment proportion are as follows (specific shares and contributions)
Proportion (subject to the final signed partnership agreement):
Unit: 10000 yuan
Subscribed capital contribution
Type partner name contribution method proportion (%) (10000 yuan)
General partner Zhuzhou SDIC innovation venture capital Co., Ltd. currency 12400 40.92%
General partner Shanghai Wenzhou investment management Co., Ltd. currency 100 0.33%
Zhuzhou Guohai guochuang Qianjin pharmaceutical venture capital partnership
Limited partner currency 6700 22.11%
Enterprise (limited partnership)
Limited partner Hunan Yunfa industry fund partnership (limited partnership) currency 5000 16.50%
Limited partner Wu Tao currency 100 0.33%
Limited partner Sichuan Huiyu Pharmaceutical Technology Co., Ltd. currency 5000 16.50%
Limited partner Shanghai Xiashi enterprise management partnership (limited partnership) currency 1000 3.30%
(III) description of association relationship
Wen Zhou Junzhe’s fund manager is Wen Zhou investment, and Mr. Wang Shuguang, the supervisor of the company, assumes the post of Wen Zhou investment
Chairman of Zhou investment. In accordance with the Listing Rules of Shanghai Stock Exchange on the Kechuang board
Mr. Wang Shuguang, the supervisor of the company, is an affiliated natural person of the company, and he is also the foundation of Wen Zhou Junzhen
The gold Manager (general partner) is the chairman of Wenzhou investment. Therefore, Wenzhou investment constitutes a public investment
As an affiliated legal person of the company, this transaction constitutes a connected transaction. This transaction of the company involves joint investment with related parties, constitutes a related party transaction, and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. 3、 Basic information of the fund manager and the general partner (I) name of the fund manager / general partner I enterprise: Shanghai Wenzhou investment management Co., Ltd. unified social credit Code: 91310115351160276h enterprise type: limited liability company (invested or controlled by natural persons) date of establishment: August 7, 2015 registered capital: RMB 10 million
Registered address: room 919, No. 133, Dongzheng Road, Huinan Town, Pudong New Area
Business scope: general items: investment management, asset management.
(except for the items subject to approval according to law, the private investment fund manager shall independently carry out business activities according to law with the business license) filing and registration code of private investment fund manager: p1071644 (Ⅱ) basic information of executive partner / general partner II
Enterprise name: Zhuzhou SDIC innovation venture capital Co., Ltd
Unified social credit Code: 9143020ma4l1xm5x4
Enterprise type: other limited liability companies
Date of establishment: November 27, 2015
Registered capital: 100 million yuan
Registered address: room A168, 4th floor, maker building, No. 1288, Yunlong Avenue, Yunlong demonstration zone, Zhuzhou City, Hunan Province
Business scope: equity investment with self owned funds; Investment project management activities; Activities of asset management companies; Venture capital business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
4、 Basic information of investment fund agreement
(I) basic information of investment fund
1. Partnership purpose: to realize good investment benefits and create investment returns for partners mainly through direct or indirect equity investment in relevant fields and engaging in activities related to equity investment.
2. Term: the business term of the partnership registered on the business license is 10 years. When the business term expires, it can be extended for 2 years with the unanimous consent of all partners. The duration of the partnership as a fund is 5 years, calculated from the beginning of the investment period. The “investment period” of the partnership refers to the full 3 years from the date of the first settlement of the partnership; “Exit period” means 2 years from the date of expiration of the investment period; According to the business needs of the partnership, after the expiration of the withdrawal period, the duration can be extended by consensus of all partners for up to 2 years (hereinafter referred to as the “extension period”). (II) management mode of investment fund
1. Management and decision-making mechanism
The investment affairs of the partnership shall be managed by the general partner I and / or the management team hired or authorized by the general partner I in accordance with laws and regulations and the agreement.
In order to improve the specialization and operation quality of investment decision-making, the partnership has an investment decision-making committee (hereinafter referred to as “investment decision-making committee” or “investment decision-making committee”), which is appointed by general partner 1, general partner 2 and Sichuan Huiyu Pharmaceutical Technology Co., Ltd. All matters must be approved by 5 / 6 or more members of the investment decision-making committee. The main responsibility of the investment decision-making committee is to consider major matters such as foreign investment and withdrawal submitted by the general partner I. The general partner I and / or the management team employed or authorized by it shall carry out project investment and exit in strict accordance with the effective resolutions of the investment decision-making committee. Zhuzhou Guohai guochuang Qianjin pharmaceutical venture capital partnership (limited partnership) and Hunan Yunfa industry fund partnership (limited partnership) have the right to appoint one person as an observer of the investment decision-making committee, and the observer has the right to attend the meetings of the investment decision-making committee. Observers appointed by Zhuzhou Guohai guochuang Qianjin pharmaceutical venture capital partnership (limited partnership) and Hunan Yunfa industry fund partnership (limited partnership) shall not participate in the deliberations and decisions of the investment decision-making committee.
2. Management fee
If the fund manager provides investment management services to the partnership, the partnership shall pay management fees to the fund manager; If the executive partner (i.e. general partner II) provides the partnership with the service of executing partnership affairs, the partnership shall pay the executive service fee to the executive partner. All partners agree and confirm, The fund manager (i.e. general partner I) and the executive partner have the right to convert within a total fixed proportion (i.e. 2% of the paid in capital contribution of the partnership in each year during the investment period, 1% of the total investment principal invested but not recovered by the partnership in each year during the withdrawal period and extension period, and the period less than a complete natural year shall be converted according to the actual days) Collect their own management fees and executive service fees; And the fund manager and the executive partner have the right to adjust the collection proportion of the management fee and the executive service fee within the above-mentioned total fixed proportion. At that time, the fund manager and the executive partner shall collect the corresponding management fee and the executive service fee according to the proportion determined by both parties through negotiation (in writing). The adjusted management fee and executive service fee shall be directly paid by the partnership to the fund manager and executive partners without the consent of all partners (or partner meeting).
The first year’s management fee is the management fee from the date of the first delivery to December 31 of the year. The manager has the right to withdraw the first year’s management fee within 10 working days from the date of the first delivery (or the time node considered more appropriate by the manager); The management fee of each subsequent year is the management fee from January 1 to December 31. The manager has the right to withdraw the management fee of the current year within 10 working days from the starting date (January 1) of each natural year (or a more appropriate time node after the starting date in the opinion of the Manager). For the sake of clarity, the management fee shall be deducted from the total paid in capital contribution of all partners (the proportion of management fee borne by each partner shall be determined according to the proportion of paid in capital contribution), and all partners need not pay the management fee separately;
3. Distributable income shall be distributed according to the following principles:
(1) Before the liquidation of the partnership, the income obtained will be distributed as received, and no further investment is allowed. The principal of all partners shall be paid first, and then the income shall be paid according to the proportion of paid in capital contribution of all partners.
(2) Among all the funds paid in by all partners in the partnership, the distributable income obtained from other investments such as idle cash management / passive investment in the partnership shall be owned by all partners.
(3) Timely distribution
After paying the expenses of the partnership, according to the order of the withdrawal time dimension of the projects invested by the partnership, if the partnership has enough cash, in principle, the partnership shall distribute the project investment income as soon as possible after the realization of any investment project according to the distribution order (hereinafter referred to as “current distributable income”), and the partnership will not retain the above distributable income.
For the avoidance of doubt, general partners I and / or II may reasonably reserve a certain amount for the partnership’s operating expenses and other liabilities, obligations and debts of the partnership before distribution. Such distributions do not constitute pre distributions.
(4) Circular investment restrictions
During the operation of the partnership, the partnership shall not use the distributable income for circular investment, except for the investment funds returned by the invested enterprise obtained by the partnership due to the suspension or termination of investment, such as the return of investment funds caused by the partnership missing the time window agreed by the invested enterprise Due to the investee’s failure to handle capital increase / equity change registration procedures and other post delivery obligations on schedule as agreed in the investment agreement, the partnership claims the right to terminate and requests the return of investment funds according to the investment agreement.
(5) According to the relevant provisions of the fund industry association, any income distributed by the partnership to partners shall be carried out through the special account for private investment fund raising and settlement, and the capital path shall be consistent. Unless otherwise agreed in the partnership agreement.
(6) Partner preferred return
a. The distributable income shall be distributed to all partners according to the proportion of the partners’ paid in capital contribution until all partners recover the investment cost.
b. If there is surplus after distribution according to item a, it shall be distributed to all partners according to the proportion of paid in capital contribution of all partners until all partners take it
