Securities code: Hainan Haide Capital Management Co.Ltd(000567) securities abbreviation: Hainan Haide Capital Management Co.Ltd(000567) Announcement No.: 2022012 Hainan Haide Capital Management Co.Ltd(000567)
Announcement on participating in capital and share increase of Aerospace Science and industry Rocket Technology Co., Ltd
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of this foreign investment
1. In order to promote the long-term development of Hainan Haide Capital Management Co.Ltd(000567) (hereinafter referred to as “the company”) and accelerate the transformation and upgrading strategy driven by asset management and capital management, the company and Beijing orange leaf Investment Fund Management Co., Ltd. (hereinafter referred to as “orange leaf fund”) Beijing sorghum Private Equity Fund Management Co., Ltd. (hereinafter referred to as “sorghum fund”) and other partners signed the partnership agreement of sorghum orange leaf (Zibo) equity investment partnership (limited partnership) (hereinafter referred to as “partnership agreement”) to jointly invest and establish sorghum orange leaf (Zibo) equity investment partnership (limited partnership) (hereinafter referred to as “the partnership”), We will increase the capital and shares of Aerospace Science and industry Rocket Technology Co., Ltd. (hereinafter referred to as “science and industry rocket”). As a limited partner, the company subscribed RMB 180 million to the partnership with its own funds, accounting for 81.78%.
2. This investment will help the company speed up the investment layout of high-quality assets and industries, expand business areas and extend business chain.
2、 Proposed investment object and basic information of the partnership
(I) basic information of the object to be invested by the partnership
The partnership makes special equity investment in science, industry and rocket. The project is as follows:
Name: Aerospace Science and industry Rocket Technology Co., Ltd
Unified social credit Code: 91420117ma4kly2w4m
Enterprise type: other limited liability companies
Date of establishment: February 16, 2016
Registered address: room 504, 5th floor, Yangluo Development Zone Management Committee, Honggang village, Yangluo Economic Development Zone, Xinzhou District, Wuhan
Legal representative: Chen Zhengbing
Registered capital: 709.4 million yuan
Business scope: launch vehicle design, R & D, manufacturing and sales; Spacecraft R & D and manufacturing; Undertaking international and Chinese commercial launch services; Rocket and spacecraft technical consultation and technical services; Software development, information system integration services; Advertising design, production, agency and release; Model design and sales; Investment in aerospace related industries; Enterprise management consulting services; Conference, exhibition and related services; Literary and artistic creation services; Import and export of goods and technologies (excluding goods and Technologies Prohibited or restricted by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Science and industry rocket is the first commercial aerospace company in China established by China Aerospace Sanjiang Group Co., Ltd. to implement the strategic deployment of China Aerospace Science and Industry Group Co., Ltd. on the development of commercial aerospace and seize the opportunities of commercial aerospace market. Its main business is commercial launch and launch services, application of spatial information industry and investment and financing of commercial aerospace industry.
(II) basic information of the partnership
Fund Name: sorghum orange leaf (Zibo) equity investment partnership (limited partnership)
Unified social credit Code: 91370303ma953agp82
Enterprise type: limited partnership
Fund Manager / executive partner: Beijing orange leaf Investment Fund Management Co., Ltd
Date of establishment: October 13, 2021
Registered capital: 2 million yuan (currently undergoing industrial and commercial change registration)
Business scope: general items: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can be carried out only after the registration and filing of China Securities Investment Fund Association); Engage in investment activities with its own funds. (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).
Investors and proportion:
Nature of partner name of partner subscribed capital contribution (yuan) proportion of capital contribution
Hainan Haide Capital Management Co.Ltd(000567) 180000,000.00 81.78%
Orange leaf Yirong (Zibo) equity investment partnership (limited partnership) 14.2 million.00 6.45%
Limited partner Gaoliang Kexin (Zibo) equity investment partnership (limited partnership) 1000000000 4.54%
Hainan Yongyi private equity investment fund partnership (limited partnership) 900000000 4.09%
Xi’an lingxu equity investment partnership (limited partnership) 489000000 2.22%
Beijing orange leaf Investment Fund Management Co., Ltd. 100000000 0.45% general partner 0.45% Beijing sorghum Private Equity Fund Management Co., Ltd. 100000000
Total 22 Shenzhen Tagen Group Co.Ltd(000090) 000%
3、 Main contents of the partnership agreement
(I) purpose of cooperation: the purpose of the partnership is to carry out investment management activities and obtain the capital return of long-term investment for partners.
(II) scope and mode of investment: equity investment in Aerospace Science and industry Rocket Technology Co., Ltd.
(III) term: if the partnership is registered with the industry and commerce, the term of partnership is long-term. The investment period of the project is 4 years and the withdrawal period of the project is 1 year; The duration of the partnership as a fund product is 5 years, calculated from the closing date; After the duration of the partnership reaches five years, it can be extended with the unanimous consent of all partners, but the maximum extension period shall not exceed seven years.
(IV) management fee: orange leaf fund serves as the manager of the partnership. As the consideration for the investment management and administrative services provided by the manager to the partnership, the partnership shall pay the manager the management fee calculated according to the following agreement every year during the whole duration of the partnership from the closing date to the completion date of cancellation:
1. The management fee to be shared by each limited partner every year is 2% of its paid in capital contribution in the partnership.
The manager has the right to unilaterally decide to exempt or reduce the management fee of limited partners. If the manager makes such exemption or reduction, it will not affect the management fee shared by other limited partners who have not been exempted or reduced.
2. The annual management fee payable by the partnership to the manager shall be the sum of the annual management fee shared by all limited partners of the partnership.
The collection period of the management fee of the later period is the actual management period of the current year.
4. During the duration of the limited partnership, the total management fee shall not exceed 10% of the subscribed capital contribution of the partnership.
(V) partners’ meeting: the partners’ meeting is composed of all partners. The partners shall exercise their voting rights in accordance with the proportion of their respective paid in capital contributions, and the relevant voting matters can be passed only with the unanimous consent of all partners. The following matters of the partnership shall be voted by the partners’ meeting: 1) unless otherwise specified in this agreement, the amendment of the agreement; 2) The general partner transfers his share of partnership property; 3) Unless otherwise agreed in this agreement, remove the limited partners from the partnership; 4) Termination or dissolution of the partnership; 5) Other matters expressly agreed by relevant laws and regulations and this agreement that need to be agreed by the partner meeting.
(VI) investment decision-making committee: the general partner and the limited partner shall nominate one member of the investment decision-making committee on behalf of each other. These nominees shall jointly nominate a chairman, a total of three members of the investment decision-making committee, which shall be appointed by the executive partner. The meeting of the investment decision-making committee adopts the voting mechanism of one person, one vote. All decisions made by the investment decision-making committee can be adopted only with the written consent of more than 2 / 3 (including) members. The chairman has the right to propose to convene a meeting of the investment decision-making committee. The following matters of the partnership shall be voted at the meeting of the investment decision-making committee: withdrawal and evaluation of investment projects; Formulate investment exit plan; Other matters related to the partnership’s foreign investment.
4、 Basic information of partners
(I) general partner
1. Beijing orange leaf Investment Fund Management Co., Ltd
Unified social credit Code: 91110000330265618a
Enterprise type: limited liability company (invested or controlled by natural person)
Date of establishment: January 29, 2015
Registered capital: RMB 100 million
Registration authority: Xicheng District Bureau of market supervision and administration of Beijing Municipality
Business scope: investment, investment management and consultation of non securities business; Project investment; Investment management; Asset management; Investment consulting; Enterprise management consulting. (“1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees to other enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not be lost or the minimum income will be promised” ； Enterprises independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
Zhao yanchuang’s shareholding structure: 45%, and Zhao Zibo’s shareholding structure: 55%.
Orange leaf fund has been registered as a private fund manager in China Securities Investment Fund Industry Association, with the registration code of p1008421. 2. Beijing Gaoliang Private Equity Fund Management Co., Ltd
Unified social credit Code: 91110111ma01ec3b69
Enterprise type: limited liability company (invested or controlled by natural person)
Date of establishment: August 29, 2018
Registered capital: RMB 30 million
Registration authority: Fangshan District Bureau of market supervision and administration of Beijing Municipality
Business scope: private equity investment fund management and venture capital fund management services (the above business activities can be engaged in only after registration with China Securities Investment Fund Industry Association). (“1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees to other enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not be lost or the minimum income will be promised” ； Market entities independently choose business projects and carry out business activities according to law; As well as projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
Ownership structure: Wang Yan holds 67%, Hou Ning holds 23% and Dong Xinrui holds 10%.
Sorghum fund has been registered as a private fund manager with the China securities investment fund industry association with the registration number of p1071976. (II) limited partners
1. Orange Ye Yirong (Zibo) equity investment partnership (limited partnership)
Unified social credit Code: 91370303ma7gwte4x9
Enterprise type: limited partnership
Date of establishment: February 17, 2022
Registered capital: 2 million yuan
Registration authority: market supervision and Administration Bureau of Zibo High tech Zone
Business scope: general items: engaging in investment activities with its own funds; Engage in equity investment, investment management, asset management and other activities with private funds (business activities can be carried out only after the registration and filing of China Securities Investment Fund Association). (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)
2. Gaoliang Kexin (Zibo) equity investment partnership (limited partnership)
Unified social credit Code: 91370303ma7g9dkw8c
Enterprise type: limited partnership
Date of establishment: February 18, 2022
Registered capital: 10 million yuan
Registration authority: market supervision and Administration Bureau of Zibo High tech Zone
Business scope: general items: engaging in investment activities with its own funds; Engage in equity investment, investment management, asset management and other activities with private funds (business activities can be carried out only after the registration and filing of China Securities Investment Fund Association). (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)
3. Hainan Yongyi private equity investment fund partnership (limited partnership)
Unified social credit Code: 91460200ma5txlkx77
Enterprise type: limited partnership
Date of establishment: April 6, 2021
Registered capital: 10 million yuan
Registration authority: Hainan market supervision and Administration Bureau
Business scope: general items: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can be carried out only after the registration and filing of China Securities Investment Fund Industry Association) (in addition to licensed business, projects that are not prohibited or restricted by laws and regulations can be operated independently according to law)
4. Xi’an lingxu equity investment partnership (limited partnership)
Unified social credit Code: 91610138mab114wc6k
Enterprise type: limited partnership
Date of establishment: October 20, 2021
Registered capital: 5 million yuan
Registration authority: national civil aerospace industry base branch of Xi’an Administration for Industry and Commerce
Business scope: general items: private equity investment fund management and venture capital fund management services (business activities can be carried out only after the registration and filing of China Securities Investment Fund Association)
