Securities code: 002382 securities abbreviation: Blue Sail Medical Co.Ltd(002382) Announcement No.: 2022-005 bond Code: 128108 bond abbreviation: lanfan convertible bond
Blue Sail Medical Co.Ltd(002382)
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
Shandong Jiwei Medical Products Co., Ltd. (hereinafter referred to as "Jiwei medical"), a subsidiary of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as "the company"), intends to participate in the investment with China-Singapore Suzhou Industrial Park Development Group Co.Ltd(601512) and other limited partners in the fund Suzhou Industrial Park Yisheng phase I venture capital partnership initiated and established by Suzhou Industrial Park Yisheng Private Equity Fund Management Co., Ltd. (hereinafter referred to as "Yisheng capital") (limited partnership) (hereinafter referred to as "Yisheng phase I" or "partnership"), the target fund scale is RMB 300 million. Among them, Jiwei medical, as a limited partner, contributed RMB 20 million with its own funds. Yisheng phase I, based on the high-quality and rich project resources in the Yangtze River Delta accumulated by the Oriental medical device innovation center and the China cardiovascular doctor Innovation Club (CCI), and relying on the operation strength of the head industry, University, research and medicine and the industrial park, invests in early-stage medical devices, in vitro diagnostic reagents, stem cells, biotechnology and medical services, which is conducive to the company's layout of great health The industry and investment in the new medical field are in line with the company's strategic development plan.
The company held the 21st Meeting of the 5th board of directors on January 13, 2022, deliberated and adopted the proposal on cooperative investment fund between subsidiaries and professional investment institutions. According to the provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as the articles of association), the participation of Gewei medical in the investment fund is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
The professional institutions of this cooperation have no relationship with the company, controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers. This investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
2、 Basic information of partners
(I) basic information of professional investment institutions
1. General partner and fund manager
Company name: Suzhou Industrial Park Yisheng Private Equity Fund Management Co., Ltd
Unified social credit Code: 91320594ma25qb8n6b
Enterprise type: limited liability company (invested or controlled by natural person)
Date of establishment: April 16, 2021
Registered capital: RMB 10 million
Registered address: room 2-130, building 10, dongshahu fund Town, No. 183, Suhong East Road, Suzhou Industrial Park, Suzhou area, China (Jiangsu) pilot Free Trade Zone
Legal representative: Xu Shiming
Business scope: general items: private equity investment fund management, venture capital fund management services. (business activities can only be carried out after the China Securities Investment Fund Association completes the registration and filing) (except for the projects that must be approved according to law, business activities can be carried out independently according to law with the business license)
Controlling shareholder and actual controller: Shen Wei
Filing: Yisheng capital has fulfilled the registration and filing procedures in accordance with the Interim Measures for the supervision and administration of private investment funds and the measures for the registration of private investment fund managers and fund filing (for Trial Implementation) (Institution Registration Code: p1072124). 2. Limited partners
Suzhou angel investment guidance fund (limited partnership)
Unified social credit Code: 91320594ma25d47cxt
Enterprise type: limited partnership
Date of establishment: March 11, 2021
Registered capital: 6010 million yuan
Registered address: Room 101, building 5, dongshahu fund Town, No. 183, Suhong East Road, Suzhou area, China (Jiangsu) pilot Free Trade Zone
Executive partner: Suzhou Angel venture capital guidance fund management Co., Ltd
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)
Controlling shareholder: Suzhou municipal government guided fund management center
Actual controller: Suzhou Finance Bureau
Filing: Suzhou angel investment guidance fund (limited partnership) has fulfilled the registration and filing procedures (fund No.: sqn483) in accordance with the Interim Measures for the supervision and administration of private investment funds and the measures for the registration of private investment fund managers and fund filing (for Trial Implementation).
(II) basic information of other limited partners
1、 China-Singapore Suzhou Industrial Park Development Group Co.Ltd(601512)
Unified social credit Code: 9132000060819777x9
Enterprise type: joint stock limited company (foreign investment and listing)
Date of establishment: August 13, 1994
Registered capital: 1498.89 million yuan
Registered address: 48th floor, Zhongxin building, No. 15, Yueliangwan Road, Suzhou Industrial Park
Legal representative: Zhao Zhisong
Business scope: primary land development and operation, development and operation of industrial plants and scientific research carriers, property management, project management, hotel operation and management, consulting services, industry and infrastructure development; Investment and establishment of enterprises; Other business activities permitted by the state; Real estate development and operation (excluding houses other than long-term rental apartments). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Suzhou Industrial Park Biological Industry Development Co., Ltd
Unified social credit Code: 91320594780266132w
Enterprise type: limited liability company
Date of establishment: October 17, 2005
Registered capital: 2871.1 million yuan
Registered address: No. 218, Xinghu street, Suzhou Industrial Park
Legal representative: Pang Junyong
Business scope: development of bio Industrial Park; Manage relevant carriers of bio Industrial Park; Provide a high-tech enterprise technology service platform focusing on biotechnology, provide analysis and testing services for chemical products and biological products, as well as management services and consulting services for related projects and industries; Non academic vocational skills training; Invest in science and technology projects; Sales of laboratory consumables and laboratory equipment; Engaged in the import and export of laboratory instruments and equipment, consumables and reagents; Parking lot operation; estate management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) 3. Jiangsu Feifei Chemical Co., Ltd
Unified social credit Code: 91320500142137272y
Enterprise type: joint stock limited company (unlisted, natural person investment or holding)
Date of establishment: January 15, 1996
Registered capital: RMB 315 million
Registered address: Fenghuang Town, Zhangjiagang City
Legal representative: Shi Jiangang
Business scope: production, processing and sales of 96% trimorpholine and 96% fluconazole; Wholesale of hazardous chemicals (only according to the items listed in the license), excluding storage.
Production, processing and sales of refined glycerol, silicone oil intermediates and silica gel, technical services, technology R & D, technology transfer and technical consultation of chemical enterprises and chemical products, purchase and sales of chemical products (excluding hazardous chemicals), self-supporting and agency import and export business of various commodities and technologies (excluding commodities and technologies restricted or prohibited by the state), Industrial investment, machinery and equipment leasing; Assembly of general equipment and pyrolysis furnace. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) 4. Shandong Jiwei Medical Products Co., Ltd
Unified social credit Code: 91371000753518891m
Enterprise type: limited liability company (joint venture between Taiwan, Hong Kong, Macao and foreign investors)
Date of establishment: August 20, 2003
Registered capital: RMB 400 million
Registered address: No. 68, Dalian Road, gaoqu District, Weihai City
Legal representative: Yu Suhua
Business scope: licensed items: production of class III medical devices; Class III medical device business; Production of class II medical devices; Technology import and export; Import and export of goods. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: Sales of class II medical devices; Sales of class I medical devices; Production of class I medical devices; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Professional cleaning, cleaning and disinfection services; Marketing planning; business management; Conference and exhibition services; Software sales; Software development; Wholesale of computer software, hardware and auxiliary equipment. (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)
5. Xi Rong Zhang
ID number: 320xxxxxxxxxxxx917
Address: XXXXXXXX, Jiaze Town, Wujin District, Changzhou City, Jiangsu Province
6. Zhang Yiyun
ID number: 650xxxxxxxxxxxx328
Domicile (address): XXXXXXXX, Mudan street, Jinjiang District, Chengdu
3、 Basic information of the fund to be invested
(I) basic information of the fund
1. Fund Name: Suzhou Industrial Park Yisheng phase I venture capital partnership (limited partnership)
2. Target fund size: RMB 300 million
3. Fund manager: Suzhou Industrial Park Yisheng Private Equity Fund Management Co., Ltd
4. Executive partner: Suzhou Industrial Park Yisheng Private Equity Fund Management Co., Ltd
5. Organizational form: limited partnership
6. Duration: the investment period is 3 years and the exit period is 4 years. Upon the proposal of the general partner and the consent of all limited partners, the fund can be extended for 2 years.
7. Investment fields: medical devices, in vitro diagnostic reagents, stem cells, biotechnology and medical services. 8. The proposed capital contributions of each partner are as follows:
No. partner name partner type subscribed capital contribution (10000 yuan)
1 Zhongxin Suzhou Industrial Park Development Group Co., Ltd
company
2 Suzhou Angel guidance fund (limited partnership) 6000
3 Suzhou Industrial Park Biological Industry Development Co., Ltd
Limited partners
4 Jiangsu Feixiang Chemical Co., Ltd. 3000
5 Shandong Jiwei Medical Products Co., Ltd. 2000
6 Zhang Xirong 1000
7 Zhang Yiyun 500
8 general partner of Suzhou Industrial Park Yisheng Private Equity Fund Management Co., Ltd. 500
company
9. Accounting method: independent account creation and independent accounting.
The above matters shall be subject to the final reply approved by the local industry and Commerce Department.
4、 Main contents of the partnership agreement
1. Signatory of partnership agreement
General partner: Suzhou Industrial Park Yisheng Private Equity Fund Management Co., Ltd
Limited partners: China-Singapore Suzhou Industrial Park Development Group Co.Ltd(601512) , Suzhou Angel guidance fund (limited partnership), Suzhou Industrial Park Biological Industry Development Co., Ltd., Jiangsu Feifei Chemical Co., Ltd., Shandong Jiwei Medical Products Co., Ltd., Zhang Xirong and Zhang Yiyun.
2. Partnership purpose
In order to obtain investment return for partners by acquiring, holding and disposing of the equity of the investment object.
3. Partner meeting
Partner meetings are divided into regular meetings and interim meetings. The regular meeting shall be convened by the executive partner within three months after the end of each fiscal year. If the limited partner representing more than one-third of the actual capital contribution of the partnership or the general partner proposes to convene an interim meeting, an interim meeting shall be convened. The convening methods of partner meetings include but are not limited to on-site meetings, teleconferences, video conferences, etc.
4. Management mode
(1) Fund decision-making and management organization
The fund establishes an investment decision-making committee, which is composed of five members, including two members appointed by the general partner Yisheng capital. Unless otherwise agreed in the partnership agreement, during the duration of the limited partnership, a single investment project with an amount of less than 40 million yuan (including 40 million yuan) shall be valid only if it is approved by more than three votes (including three votes) of the investment decision-making committee; A single investment project with an amount of more than 40 million yuan shall be valid only if it is approved by more than four votes (including four votes) of the investment decision-making committee. Jiwei medical does not have one vote veto over the project to be invested by the fund.
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