Securities code: 603387 securities abbreviation: Getein Biotech Inc(603387) Announcement No.: 2022-005 Getein Biotech Inc(603387)
Announcement on the company’s participation in the establishment of venture capital fund
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 note: name of venture capital fund invested: Nanjing jiawo Qixin venture capital partnership (limited partnership) (hereinafter referred to as “fund” or “partnership”).
Investment amount: the total subscribed capital contribution of the company is RMB 20 million, accounting for 4.31% of the partnership, which is paid in three installments according to the notice of capital contribution issued by the executive partner. The proportion of initial capital contribution is 40% of the total investment, and the proportion of phase II capital contribution and phase III capital contribution are in principle 30% of the subscribed capital contribution of each partner. The company has signed the partnership agreement with other institutions on the establishment of the fund. This transaction does not constitute a connected transaction or a major asset reorganization. Special risk tip: this investment still needs to go through the procedures of industrial and commercial change registration and filing with China Securities Investment Fund Association, and the specific implementation progress and situation are uncertain. The invested project may be affected by many factors such as macro-economy, industrial policies and operation management of the investment object, and there is a risk that it can not exit in time and effectively. Each partner has no principal guarantee and income commitment, and may face investment failure or even principal damage in extreme cases. Please invest rationally and pay attention to risks.
1、 Overview of this investment
(I) basic information
In order to optimize the investment structure and enhance the investment value, Getein Biotech Inc(603387) (hereinafter referred to as “the company”) plans to participate in the establishment of Nanjing jiawo Qixin venture capital partnership (limited partnership). The total subscribed capital of the partnership is 464.3 million yuan, and the planned capital contribution of the company as a limited partner is 20 million yuan, accounting for 4.31%, The capital contribution shall be paid in three installments according to the notice of capital contribution issued by the executive partner. The proportion of initial capital contribution is 40% of the total investment, and the proportion of phase II capital contribution and phase III capital contribution are in principle 30% of the subscribed capital contribution of each partner. The company has signed the partnership agreement with other institutions on the establishment of the fund.
(II) approval procedures to be performed
The company held the 15th meeting of the third board of directors on January 14, 2022, deliberated and adopted the proposal on the company’s participation in investment and establishment of venture capital fund, and authorized the company’s management to handle all follow-up matters related to this investment and sign all documents related to this investment that need to be signed by the company.
The above matters do not need to be submitted to the general meeting of shareholders for deliberation. The above matters do not involve related party transactions, nor do they 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) general partner, fund manager and executive partner
Company name: Shanghai jiawo Investment Co., Ltd. (hereinafter referred to as “Shanghai jiawo”)
Company type: limited liability company (sole proprietorship of natural person)
Unified social credit Code: 91310000350696060y
Date of establishment: August 26, 2015
Registered capital: RMB 10 million
Legal representative: Li Bin
Registered address: room 603-b, No. 128, North Zhangjiabang Road, China (Shanghai) pilot Free Trade Zone
Business scope: industrial investment, investment management, asset management, venture capital. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Li Bin holds 100% equity.
Operating conditions in recent two years:
Unit: Yuan
Time total assets net assets operating income net profit
2021 21149460.87 -269771.39 12959433.61 -709228.28
2020 20753398.54 439456.99 9935848.87 1694435.81
Note: the data of 2020 has been audited by Beijing Haoqing Certified Public Accountants (general partnership), which has no securities qualification. The data of 2021 has not been audited yet.
Registration information filed with the foundation Association (filing number and registration time): p1029976 / January 6, 2016
(II) general partner and fund manager
Company name: Nanjing Southeast Investment Fund Management Co., Ltd. (hereinafter referred to as “southeast investment”)
Company type: other limited liability companies
Unified social credit Code: 9132010535334743×9
Date of establishment: August 7, 2015
Registered capital: 100 million yuan
Legal representative: Fang Guo
Registered address: room 208, floor 2, block B, building 1, Guorui building, No. 359, Jiangdong Middle Road, Jianye District, Nanjing
Business scope: equity investment; Investment management; Asset management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Ownership structure: Nanjing Southeast state owned Assets Investment Group Co., Ltd. holds 45%, Shanghai Tongjiang Investment Group Co., Ltd. holds 30%, and Nanjing National Asset Management Co., Ltd. holds 25%.
Operating conditions in recent two years:
Unit: Yuan
Time total assets net assets operating income net profit
2021 281834647.33 171193140.89 64925527.94 29608250.91
2020 185643322.10 165812939.59 57828705.62 27597223.37
Note: the data of 2020 has been audited by Zhonghua Certified Public Accountants (special general partnership), which is qualified for securities practice. The data of 2021 has not been audited yet.
Registration information filed with the foundation Association (filing number and registration time): p103 June 28, 2014 / 2016
According to the business guidelines on information disclosure of cooperative investment matters between listed companies and private equity funds of Shanghai Stock Exchange, Shanghai jiawo and Southeast investment have no relationship or interest arrangement with the company, no relationship or interest arrangement with the controlling shareholder, actual controller, directors, supervisors and senior managers of the company, and do not directly or indirectly hold shares of the listed company, There is no plan to increase the shares of the company, and there are no other arrangements with third parties that affect the interests of the company.
(III) other limited partners
1. Name: Nanjing jiawo Jianlin venture capital partnership (limited partnership)
Company type: limited partnership
Unified social credit Code: 91320105ma26g4wn6d
Date of establishment: July 7, 2021
Registered capital: 30 million yuan
Executive partner: Shanghai jiawo Investment Co., Ltd
Registered address: room a, 2010, No. 168, Lushan Road, Jianye District, Nanjing
Business scope: general items: venture capital (limited to investment in unlisted enterprises) (except for items subject to approval according to law, carry out business activities independently according to law with business license)
2. Name: Nanjing Qilin Venture Capital Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit Code: 91320115ma1p97prx0
Date of establishment: June 23, 2017
Registered capital: 500 million yuan
Legal representative: Fu Ruwei
Registered address: No. 300, Zhihui Road, Qilin science and Technology Innovation Park, Nanjing
Business scope: venture capital; Asset management; Equity investment; Investment management and consulting. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments) general projects: private equity investment fund management and venture capital fund management services (business activities can be carried out only after registration with China Securities Investment Fund Industry Association) (except for projects that must be approved according to law, business activities can be carried out independently according to law with business license)
3. Name: Nanjing Southeast artificial intelligence equity investment phase I fund enterprise (limited partnership)
Company type: limited partnership
Unified social credit Code: 91320105ma200da50q
Date of establishment: August 28, 2019
Registered capital: 300 million yuan
Executive partner: Nanjing Southeast Investment Fund Management Co., Ltd
Registered address: room 2304 / D, 168 Lushan Road, Jianye District, Nanjing (Xindi center phase II)
Business scope: entrusted management of private equity investment funds, engaged in equity investment management and related services; Equity investment; Investment management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3、 Basic information of investment fund
(I) Name: Nanjing jiawo Qixin venture capital partnership (limited partnership)
(II) main business premises: Room 201, 8 / F, building a, qiaomeng garden, Nanjing, Jiangsu, No. 100, Tianjiao Road, Qilin science and Technology Innovation Park, Nanjing
(III) business scope: venture capital
(IV) fund scale: RMB 464.3 million
(V) fund type: limited partnership
(VI) investors and capital contributions
Name of sequence partner or enterprise name contribution subscribed capital contribution responsibility number method (RMB 10000) proportion method
1 Shanghai jiawo Investment Co., Ltd. cash 465 1% unlimited liability
2 Nanjing Southeast Investment Fund Management Co., Ltd. cash 465 1% unlimited liability
3 Nanjing jiawo Jianlin venture capital partnership cash 24500 52.77% limited liability (limited partnership)
4 Nanjing Qilin Venture Capital Co., Ltd. cash 10000 21.54% limited liability
5 Nanjing Southeast artificial intelligence equity investment phase I cash 9000 19.38% limited liability fund enterprise (limited partnership)
6 Getein Biotech Inc(603387) cash 2000 4.31% limited liability
Total 46430 100%
(Note: excluding partners raised subsequently)
(VII) capital source and contribution progress: the capital of the company participating in the establishment of Nanjing jiawo Qixin venture capital partnership (limited partnership) is the company’s own capital. The company shall fulfill the obligation of capital contribution in accordance with the partnership agreement and pay in three installments in accordance with the notice of capital contribution issued by the executive partner. The proportion of initial capital contribution is 40% of the total investment, and the proportion of phase II capital contribution and phase III capital contribution are in principle 30% of the subscribed capital contribution of each partner. The company has signed the partnership agreement with other institutions on the establishment of the fund.
(VIII) main investment fields: the fund’s main investment fields are intelligent manufacturing, medical devices, electronic information technology, new materials and other industries.
(IX) partnership term: the “partnership term” of the limited partnership is seven years, including three years of “investment period”, two years of “cultivation period” and two years of “exit period”, which are calculated from the deadline of the first phase of capital contribution. At the discretion of the Executive partner, the partnership term of the limited partnership can be extended on the basis of the initial partnership term for two years each time. If the executive partner decides to extend the partnership term, it shall be approved by all partners. After the end of the partnership term (including its extension period, if any) or the withdrawal of all project investments (whichever is earlier), the limited partnership will enter liquidation.
(x) the investment fund is still in the state of raising, and the company, as a limited partner, has no affiliated relationship with other investors participating in the investment fund.
（11） The company participated in the establishment of investment fund this time, and there is no situation that the following subjects hold Shanghai jiawo, Southeast investment or subscribe for investment fund shares, or work in Shanghai jiawo, Southeast investment and Investment Fund:
1. Directors, supervisors or senior managers of the company;
2. Shareholders holding more than 5% of the company’s shares;
3. The controlling shareholders, actual controllers and their directors, supervisors or senior managers of the company.
（12） Other information about investment fund
Execution of the partnership
