Securities code: 002131 securities abbreviation: Leo Group Co.Ltd(002131) Announcement No.: 2022-004 Leo Group Co.Ltd(002131)
Announcement on cooperative investment between wholly owned subsidiaries and professional investment institutions
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 foreign investment
Fujian Pingtan Haotian Investment Co., Ltd. (hereinafter referred to as “Pingtan Haotian”), a wholly-owned subsidiary of Leo Group Co.Ltd(002131) (hereinafter referred to as “the company”) and Hangzhou Jinyan Weizheng investment management partnership (limited partnership) (hereinafter referred to as “Jinyan Weizheng”), Shanghai Lanyu Investment Management Co., Ltd Hangzhou Jinyan Xueer phase II equity investment partnership (limited partnership), Zhejiang Geshan Investment Co., Ltd., Hao province and LV Wenzhong signed the partnership agreement of Hangzhou Jinyan Lanyu Hangtian equity investment partnership (limited partnership) and the corresponding supplementary agreement (hereinafter referred to as the “partnership agreement”). The target total subscribed capital contribution of all partners of Hangzhou jinyanlan yuhangtian equity investment partnership (limited partnership) (hereinafter referred to as the “partnership”) is RMB 111.35 million. As a limited partner, Pingtan Haotian subscribed 50 million yuan with its own funds, accounting for 44.90% of the subscribed capital.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of directors and other relevant provisions, this investment is within the approval authority of the chairman of the company and does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation.
This foreign investment does not constitute a connected transaction or a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The capital source of this investment is self owned capital.
2、 Basic information of relevant parties of the agreement
1. As a general partner, Hangzhou Jinyan Weizheng investment management partnership (limited partnership) subscribed a capital contribution of 1.1 million yuan, accounting for 0.99% of the partnership. The details are as follows:
Company name: Hangzhou Jinyan Weizheng investment management partnership (limited partnership)
Unified social credit Code: 91330183ma28n82408
Executive partner: Wang Lun
Date of establishment: March 28, 2017
Type: limited partnership
Registered capital: 50 million yuan
Registered address: No. 2, Gongwang Road, huanggongwang village, Dongzhou street, Fuyang District, Hangzhou, Zhejiang
Business scope: investment management, equity investment, asset management, investment consulting (except securities and futures) services (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial services such as financing deposits from the public, financing guarantee and customer financing).
Partner information: Wang Lun, as a general partner, subscribed 1 million yuan; As a limited partner, Zhejiang Qiantang River Jinyan Asset Management Co., Ltd. subscribed 49 million yuan.
Main investment fields: information technology, high-end manufacturing, medical and health care, large consumption
Jinyan Weizheng has no relationship or interest arrangement with the company, its controlling shareholder, actual controller, more than 5% of the company’s shareholders, directors, supervisors and senior managers. Jinyan Weizheng has no concerted action relationship with other investors involved in the establishment of the partnership and does not hold the shares of the company directly or indirectly.
Registration and filing: in accordance with the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (Trial), Hangzhou Jinyan Weizheng investment management partnership (limited partnership) has completed the filing of managers in China Securities Investment Fund Industry Association. Jinyan Weizheng has obtained the registration certificate of private investment fund manager (the Filing Certificate number is p1063233).
2. As a general partner, Shanghai Lanyu Investment Management Co., Ltd. subscribed 1 million yuan, accounting for 0.90% of the partnership. The details are as follows:
Company name: Shanghai Lanyu Investment Management Co., Ltd
Unified social credit Code: 91310109312383231g
Legal representative: Wang Weilin
Date of establishment: September 2, 2014
Type: limited liability company (invested or controlled by natural person)
Registered capital: 31.2 million yuan
Registered address: No. 15, Lane 110, Guyuan Road, Hongkou District, Shanghai (centralized registration place)
Business scope: investment management, asset management. [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
Shareholder Information: Sun Kuan subscribed 15.912 million yuan and Wang Weilin subscribed 15.288 million yuan. Shanghai Lanyu Investment Management Co., Ltd. has no relationship or interest arrangement with the company, its controlling shareholder, actual controller, more than 5% of the company’s shareholders, directors, supervisors and senior managers, and does not hold the company’s shares directly or indirectly.
3. As a limited partner, Hangzhou Jinyan Xueer phase II equity investment partnership (limited partnership) subscribed a capital contribution of 25 million yuan, accounting for 22.45% of the partnership. The details are as follows:
Company name: Hangzhou Jinyan Xueer phase II equity investment partnership (limited partnership)
Unified social credit Code: 91330183ma2kk49t38
Executive partner: Hangzhou Jinyan Weizheng investment management partnership (limited partnership)
Date of establishment: August 30, 2021
Type: limited partnership
Registered capital: 455 million yuan
Registered address: station 958, No. 3, Gongwang Road, Dongzhou street, Fuyang District, Hangzhou, Zhejiang
Business scope: general items: equity investment (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license).
Partner information: the subscribed amount of Hangzhou Jinyan Weizheng investment management partnership (limited partnership) is 5 million yuan, Linhai comet Group Co., Ltd. is 100 million yuan, Weixing Group Co., Ltd. is 100 million yuan, and Ningbo Deliang Xinhai equity investment partnership (limited partnership) is 100 million yuan, Wolong Holding Group Co., Ltd. subscribed 50 million yuan and Yu Jianfeng 100 million yuan. Hangzhou Jinyan Xueer phase II equity investment partnership (limited partnership) has no affiliated relationship or interest arrangement with the company, its controlling shareholders, actual controllers, more than 5% of the company’s shareholders, directors, supervisors and senior managers, and does not hold the company’s shares directly or indirectly.
4. As a limited partner, Zhejiang Geshan Investment Co., Ltd. subscribed a capital contribution of 5 million yuan, accounting for 4.49% of the partnership. The details are as follows:
Company name: Zhejiang Geshan Investment Co., Ltd
Unified social credit Code: 91330783573955672t
Legal representative: he Xiangquan
Date of establishment: April 26, 2011
Type: limited liability company (invested or controlled by natural person)
Registered capital: 50 million yuan
Registered address: No. 107, Wuning West Road, Dongyang City, Jinhua City, Zhejiang Province
Business scope: project investment, investment consultation and asset management within the scope permitted by national laws and regulations (without the approval of the regulatory authorities of the financial industry, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, customer financing, collecting (financing) funds from the public, etc.).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Shareholder Information: Geshan Holding Group Co., Ltd. subscribed 35 million yuan, and he Xiangquan subscribed 15 million yuan.
Zhejiang Geshan Investment Co., Ltd. has no relationship or interest arrangement with the company, its controlling shareholder, actual controller, more than 5% of the company’s shareholders, directors, supervisors and senior managers, and does not hold the company’s shares directly or indirectly.
5. Hao Province, as a limited partner, subscribed capital contribution of 6.25 million yuan, accounting for 5.61% of the partnership. It has no affiliated relationship or interest arrangement with the company, its controlling shareholders, actual controllers, more than 5% of the company’s shareholders, directors, supervisors and senior managers, and does not hold shares of the company directly or indirectly.
6. LV Wenzhong, as a limited partner, subscribed a capital contribution of 23 million yuan, accounting for 20.66% of the partnership. It has no affiliated relationship or interest arrangement with the company, its controlling shareholders, actual controllers, more than 5% of the company’s shareholders, directors, supervisors and senior managers, and does not hold shares of the company directly or indirectly. 3、 Cooperation mode
1. The target total subscribed capital contribution of all partners is RMB 111.35 million;
2. Duration: the duration of the partnership is five years. The first three years are the investment and operation period of the partnership, and the last two years are the exit period. Before the expiration of the aforesaid 5-year partnership term, the partnership term may be extended for no more than 3 years according to the specific operation conditions through unanimous approval of all partners’ meeting;
3. The general partners are Hangzhou Jinyan Weizheng investment management partnership (limited partnership), Shanghai Lanyu Investment Management Co., Ltd., and the limited partners are Fujian Pingtan Haotian Investment Co., Ltd., Hangzhou Jinyan Xueer phase II equity investment partnership (limited partnership), Zhejiang Geshan Investment Co., Ltd., Hao province and LV Wenzhong;
4. As a limited partner, Pingtan Haotian’s subscribed capital contribution is 44.90% of the total subscribed capital contribution of the partnership, which is RMB 50 million;
5. Jin Yan Weizheng, the general partner, is the executive partner of the partnership, responsible for the management, control, operation and decision-making of the partnership’s investment and other activities, and bears unlimited joint and several liability for the debts of the partnership.
4、 Investment direction and project
Hangzhou jinyanlan yuhangtian equity investment partnership (limited partnership) invests in the target companies related to China’s aerospace advanced manufacturing and information technology as a special fund.
5、 Management mode
1. The power to manage, control, operate and make decisions on the investment and other activities of the partnership shall be exclusively vested in the executive partner (either directly or through his duly appointed agent).
2. The executive partner may act on behalf of the partnership and delegate part or all of his authority to the manager in accordance with the partnership agreement, but it shall still be the exclusive responsibility of the executive partner to manage the partnership and carry out the business activities of the partnership, And the decision on the selection and disposal of investment projects of the partnership shall only be made by the executive partner in accordance with the relevant provisions of the partnership agreement.
3. Partner meeting
Starting from the first year after the year of the first capital contribution, the executive partner shall urge the partnership to convene a meeting of all partners every year; In principle, the annual meeting of partners shall be convened no later than June 30 of the current year.
The partners’ meeting may consider the following matters:
(1) According to the partnership agreement, the extension of the duration of the partnership subject to the consent of each partner; (2) Election of alternate executive partner and general partner;
(3) Amendment of the partnership agreement, unless otherwise agreed in the partnership agreement;
(4) Investment matters exceeding the investment limit agreed by the partnership;
(5) A single connected transaction between the partnership and its partners and / or their affiliates with an amount exceeding RMB 100 million (inclusive);
(6) Related party transactions between the partnership and its executive partners and their affiliates;
(7) Changes in the executive partner and / or core Manager (especially the appointed representative and key person of the executive partner);
(8) Other matters to be considered by the partners’ meeting in accordance with the partnership agreement.
4. Voting at the general meeting of partners
For matters not explicitly stipulated in the partnership agreement but determined by the executive partner that should be voted by the partners, the executive partner or partners holding more than one-third of the partnership share may jointly convene an interim partner meeting to discuss and vote on such matters, or sign a written document instead of convening an interim partner meeting. Matters that are not expressly agreed in the partnership agreement but that the executive partner determines should be voted by the partners shall be passed upon the consent of the partners holding 50% of the equity of the partnership.
6、 Profit and loss distribution method
1. Profit and loss distribution sequence
The income of the partnership shall not be reinvested.
Unless otherwise agreed in the partnership agreement, the distributable income from the investment project and the income in the nature of financial subsidies and other incentives provided by the local government obtained by the partnership in its own name shall be distributed among the partners after paying or repaying all the expenses and liabilities that should be borne by the partnership.
The partnership shall, within 10 working days after obtaining the above income, deduct the necessary daily operating expenses, taxes and other payable and unpaid expenses reserved by the executive partner in the reasonable judgment of the executive partner, and distribute them in the following order. The date of distribution is called the “distribution date”:
(1) Investment cost of limited partners: 100% shall be distributed to limited partners until the total amount of distribution obtained by limited partners is equal to all accumulated actually paid capital contributions; If the distributable cash is insufficient, it shall be distributed according to the cumulative paid in capital contribution of the limited partners;
(2) General partner’s investment cost: 100% is distributed to the general partner until the total amount of distribution obtained by the general partner is equal to all the accumulated actually paid capital contributions; If the distributable cash is insufficient, it shall be distributed according to the cumulative paid in capital contribution of the general partner;
(3) Threshold income of limited partners: if there is any surplus after completing the above distribution, it shall
