Securities code: 603778 securities abbreviation: Beijing Qianjing Landscape Co.Ltd(603778) Announcement No.: pro 2022-009 Beijing Qianjing Landscape Co.Ltd(603778)
Announcement on investment in equity investment funds
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:
Investment object: Beijing Guoxin digital technology equity investment fund (limited partnership) (tentative name, specific name shall be subject to industrial and commercial registration, hereinafter referred to as “equity investment fund” or “Guoxin digital equity investment fund”).
Investment amount and capital source: 120 million yuan, from the company’s own funds
Risk tips:
1. As of the announcement date, equity investment funds can only be established after obtaining the approval of relevant management departments, and the time of fund establishment is uncertain;
2. As the equity investment fund has the characteristics of long investment cycle and low liquidity, this investment may face a long payback period;
3. Under the influence of macro-economy, investment target selection, industry environment, fund management and technology and other factors, there is a risk that the expected benefits can not be realized, and it may also face risks such as improper selection of investment target, wrong decision-making, investment failure and loss. As a limited partner, the company’s investment risk exposure scale shall not exceed the subscribed capital contribution, i.e. 120 million yuan.
4. As of September 30, 2021, the company’s monetary capital balance was 84.9935 million yuan, and trading financial assets were 95.3198 million yuan (including structural deposits of 90 million yuan). As of the announcement date, the company’s monetary capital balance was 145.5011 million yuan. Although the remaining 25.5011 million yuan after covering the subscription amount of the company’s equity fund of 120 million yuan, this time is only a subscribed capital contribution. The company will prudently decide the specific contribution amount according to the progress of the fund. At the same time, some project funds will return at the end of the year, which will not have a significant impact on the company’s capital liquidity.
1、 Overview of foreign investment
On the premise of ensuring the daily operation capital demand and controllable overall investment risk, in order to further expand the investment field and make full use of the experience and resources of professional institutions, Beijing Qianjing Landscape Co.Ltd(603778) (hereinafter referred to as “the company”) intends to contribute RMB 120 million as a limited partner with its own funds and subscribe for 60% of the total contribution of equity investment fund, On January 10, 2022, the partnership agreement of Beijing Guoxin digital technology equity investment fund (limited partnership) was signed with Guoxin Kechuang Investment Management Co., Ltd. (hereinafter referred to as “Guoxin Kechuang”) and Ningbo fengjuqi equity investment partnership (limited partnership) (hereinafter referred to as “Ningbo fengjuqi”). According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the articles of association, this foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. On January 10, 2022, the 21st Meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on investing in equity investment funds.
2、 Basic information of main partners
(I) general partner and manager
1. Basic information
General partner of the Fund: Guoxin Kechuang Investment Management Co., Ltd
Unified social credit Code: 91650100568885542r
Registered capital: 100 million yuan
Legal representative: Yang Dayong
Date of establishment: March 15, 2011
Company type: other limited liability companies
Address: No. 2015-25, Cyberport building, No. 258, Gaoxin street, Urumqi high tech Industrial Development Zone (new urban area), Xinjiang
Business scope: accepting entrustment to manage equity investment projects, participating in equity investment, and providing consulting services related to direct financing for unlisted and listed companies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Main management personnel: Yang Dayong
Management mode: the board of shareholders is the highest authority of the company, with one executive director elected by the board of shareholders and one general manager appointed and dismissed by the executive director.
Main investment fields: equity investment
Major shareholders:
No. shareholder name shareholding ratio (%)
1 Beijing Guoxin Rongji Holding Co., Ltd. 51%
2. Caijin Kechuang Holdings (Beijing) Co., Ltd. 49%
The controlling shareholder (and superior competent unit) of Guoxin Kechuang is Beijing Guoxin Rongji Holding Co., Ltd.
2. Filing of Fund Industry Association
Guoxin Kechuang has handled the registration of private fund manager in China Securities Investment Fund Industry Association in accordance with relevant regulations, and the registration number is p1033162
3. Relationship between Guoxin Kechuang and the company
Guoxin Kechuang has no relationship or other relevant interest arrangement with the company, does not hold the company’s shares directly or indirectly, has no plan to increase its shares, and has no arrangement with a third party that affects the interests of the company.
(II) other limited fund partners:
Limited fund partner: Ningbo fengjuqi equity investment partnership (limited partnership)
Unified social credit Code: 91330201ma2aeqh21m
Registered capital: 100 million yuan
Legal representative: Beijing Qiyuan Houji Investment Management Co., Ltd. (appointed representative: Wang Xiang)
Date of establishment: October 11, 2017
Company type: limited partnership
Address: room 110-7, building 39, No. 128, Yongfeng Road, Daxie Development Zone, Ningbo, Zhejiang
Business scope: equity investment and related information consulting services. (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, financial management on behalf of customers, and raising (financing) funds from the public.) Ningbo fengjuqi has no affiliated relationship or other relevant interest arrangements with the company, controlling shareholders, actual controllers, directors, supervisors and senior managers, does not hold the company’s shares directly or indirectly, has no plan to increase the company’s shares, and has no arrangements with third parties that affect the interests of the company.
3、 Basic information of equity investment fund and main contents of partnership agreement
(I) basic information of equity investment fund
1. Fund Name: Beijing Guoxin digital technology equity investment fund (limited partnership) (tentative name, the specific name shall be subject to the industrial and commercial registration).
2. Enterprise type: limited partnership
3. Duration: the duration of the limited partnership is 5 years from the date when the limited partnership obtains the business license, of which the investment period is 3 years and the exit period is 2 years. The investment period and withdrawal period can be renewed. If the investment project is completely withdrawn and distributed to the partners within the duration, the partnership shall be liquidated before the expiration of the partnership term.
4. Executive partner (general partner): Guoxin Kechuang Investment Management Co., Ltd
5. Fund scale: RMB 200 million
6. The subscribed capital contribution and proportion of each partner are as follows (currency: RMB):
Name category proportion of subscribed capital contribution
(10000 yuan)
Beijing Qianjing Landscape Co.Ltd(603778) limited partner 12000.00 60%
Limited partner of Ningbo fengjuqi equity investment partnership 7990.00 39.95% (limited partnership)
General partner of Guoxin Kechuang Investment Management Co., Ltd. 10.00 0.05%
Total 20000.00 100%
7. Fund filing: the investment fund has not been registered and registered. After its establishment, it shall complete the filing and registration with China Securities Investment Fund Industry Association as required.
8. The controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers of the company did not participate in the subscription of fund units or hold posts in the fund.
(II) management fee
During the duration of the partnership, the management fee shall be paid to the manager at the rate of 2% per year of the total paid in capital contribution of the limited partners as of the current year; If the total paid in capital contribution of the limited partner is less than 25 million, the management fee shall be paid at 500000 / year.
(III) contribution payment
The contribution shall be made in RMB. The time limit for the payment of subscribed capital contributions shall be separately agreed by the general partner and the limited partners.
(IV) investment field and investment mode
It mainly invests in the equity of unlisted enterprises with core technical capabilities, including but not limited to enterprises in digital technology, information technology and other fields. The investment methods include but are not limited to project investment, subscription of new registered capital of the subject company or transfer of old shares and equity related investments and other investments in accordance with laws and regulations.
(V) exit mode
IPO listing, M & A, repurchase, transfer and liquidation of listed companies.
(VI) income distribution and loss sharing
1. The distributable income shall be initially divided among the partners according to the proportion of their paid in capital contribution, and the amount attributable to the general partner according to this division shall be actually distributed to the general partner. The portion attributable to each limited partner shall be distributed between the limited partner and the general partner in the following order: (1) return the paid in capital of all partners;
(2) Payment of preferred return to limited partners: if there is any surplus after completing the distribution in Item (1) above, it shall be distributed to limited partners until the cumulative distribution is sufficient to enable limited partners to realize an internal rate of return of seven percent (7% / year, simple interest) per year for their distribution according to item 0 above
(3) Recovery by the general partner: if there is still surplus after the completion of the above item 0 distribution, it shall be distributed to the general partner or the third party designated by it until the amount distributed according to this item 0 is equal to the preferred return / 80% * 20% obtained by the limited partners in the above item 0;
(4) 2 / 8 Distribution: Eighty percent (80%) of the balance after the above distribution shall be distributed to the limited partners and twenty percent (20%) to the general partner or the third party designated by him.
2. Method of sharing enterprise losses: the losses of the partnership shall be shared by the partners according to the proportion of paid in capital contributions. (VII) management and decision-making mechanism
The general partner (Manager) controls Guoxin digital equity investment fund, is responsible for the daily operation of Guoxin digital equity investment fund, and represents the equity investment fund externally. The general partner (Manager) shall formulate relevant investment management systems, manage the partnership according to relevant investment management systems, and timely perform the notification obligation. An investment decision-making committee shall be established within 15 days after the establishment of the limited partnership to make decisions on the initiation, investment management and exit of investment projects. The investment decision-making committee is composed of four members, including one chairman of the investment decision-making committee. Among them, the general partner has the right to appoint two, the limited partner has the right to appoint one, and the chairman of the investment decision-making committee is appointed by the general partner. The meeting of the investment decision-making committee shall be valid only if 3 or more members participate.
4、 Investment purpose and impact on the company
On the premise of ensuring the steady development of the company’s main business, the company’s investment in equity investment funds can effectively rely on the investment capacity, investment channels and investment experience of professional institutions to further expand the company’s investment field and optimize the company’s industrial layout.
The capital source of this investment is the company’s own capital. As of September 30, 2021, the company’s monetary capital balance was 84.9935 million yuan, and trading financial assets were 95.3198 million yuan (including structural deposits of 90 million yuan). As of the announcement date, the monetary capital balance of the company was 145.5011 million yuan. Although the remaining 25.5011 million yuan after covering the subscription amount of the company’s equity fund of 120 million yuan, this time is only a subscribed capital contribution. The company will carefully decide the specific contribution amount according to the progress of the fund. At the same time, some project funds of the company will return at the end of the year, It will not have a significant impact on the company’s capital liquidity, nor will it affect the normal operation of the company’s production and operation activities.
The general partner (Manager) Guoxin Kechuang controls Guoxin digital equity investment fund, which is not included in the scope of the company’s consolidated statements and will not have a significant impact on the company’s current financial and operating conditions. 5、 Risk tips
1. The equity investment fund can only be established after obtaining the approval of relevant management departments, and the time of final establishment of the fund is uncertain;
2. As the equity investment partnership has the characteristics of long investment cycle and low liquidity, the company may face a long investment payback period;
3. Under the influence of macro-economy, the selection of investment targets, the industry environment, the fund’s own management and technology and other factors, there are risks that the expected benefits can not be realized, and the company may also face risks such as improper selection of investment targets, wrong decision-making, investment failure and loss. As a limited partner, the company’s investment risk exposure scale shall not exceed the subscribed capital contribution, That is 120 million yuan.
4. As of September 30, 2021, the company’s monetary capital balance was 84.9935 million yuan, and its trading financial assets were 95.3198 million yuan
