China Securities Co.Ltd(601066)
About Sichuan Huiyu Pharmaceutical Co.Ltd(688553) wholly owned subsidiary
Verification opinions on foreign investment in private equity funds and related party transactions
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor”) as a sponsor of Sichuan Huiyu Pharmaceutical Co.Ltd(688553) (hereinafter referred to as ” Sichuan Huiyu Pharmaceutical Co.Ltd(688553) ” or “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the provisions of relevant laws, regulations and normative documents such as the administrative measures for securities issuance and listing sponsorship business, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, Prudently checked the foreign investment private equity funds and related party transactions of Sichuan Huiyu Pharmaceutical Co.Ltd(688553) wholly-owned subsidiary Sichuan Huiyu Pharmaceutical Technology Co., Ltd. (hereinafter referred to as “pharmaceutical technology”), as follows: I. overview of the basic situation 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 the fund shares of Zhuzhou Wenzhou Junzhe venture capital partnership (limited partnership) (hereinafter referred to as “Wenzhou Junzhe”).
(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
Private investment fund filing No.: sqj143
Business scope: engaging in unlisted equity investment activities and related consulting services (not engaging in attracting the public)
Deposit or disguised absorption of public deposits, fund-raising collection, entrusted loans, loan issuance and other national financial supervision and financial supervision
Government credit business). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
(II) the investors and investment proportion of the fund after the capital increase are as follows (the specific shares and contribution proportion shall be the highest)
(subject to the partnership agreement finally signed)
Unit: 10000 yuan
Type partner name contribution method proportion of subscribed capital contribution (%) (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%
Limited partner Zhuzhou Guohai guochuang Qianjin pharmaceutical venture capital partnership currency 6700 22.11% (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
The fund manager of Wen Zhou Junzhe is Wen Zhou investment, and Mr. Wang Shuguang, the supervisor of the company, serves as the director of Wen Zhou investment
Long. According to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board, Wang Shuguang, the supervisor of the company, is the first
Born as an associated natural person of the company, he is also Wen Zhou investment, the fund manager (general partner) of Wen Zhou Junzhe
Chairman of the board. Therefore, Wenzhou investment constitutes an affiliated legal person of the company, and this transaction constitutes a connected transaction. common
This transaction involves joint investment with related parties, constitutes a related party transaction and does not constitute a major asset of listed companies
Major asset reorganization as stipulated in the measures for the administration of reorganization. 3、 Basic information of fund manager and general partner
(I) fund manager / general partner I
Company name: Shanghai Wenzhou investment management Co., Ltd
Unified social credit Code: 91310115351160276h
Enterprise type: limited liability company (invested or controlled by natural person)
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 that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
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
Management fee; 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 management fee shall be paid from the first working day of the first 12 years (or the first working day of the 12 years when the person has the right to change the management fee) within the period from the first delivery date of the management fee to the 31 day of the first delivery of the management fee; 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 obtain “partner priority return”.
Priority return of partners: the amount of investment cost recovered by all partners during previous distribution according to item a above shall be calculated from the date of actual payment of corresponding capital contribution to the sum of 8% (simple interest, 365 days per year) per year during previous distribution according to item a above, which shall be the priority return of all partners.
4. The loss bearing principle of the partnership is:
(1) The losses of the partnership shall be borne by each partner according to the proportion of its paid in capital contribution at that time.
(2) When the partnership property is insufficient to pay off the debts of the partnership, the general partner shall be liable for the debts of the partnership
(III) investment mode of investment fund
1. Investment field
The partnership mainly invests in start-up and growth innovative and entrepreneurial enterprises in the field of health care industry, with deep exploration, large market space, sustained growth and strong competitiveness
