Jinke Property Group Co.Ltd(000656)
Announcement on subscription of private equity investment fund shares by holding subsidiaries
Securities abbreviation: Jinke Property Group Co.Ltd(000656) securities code: 000656 Announcement No.: 2022-012 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. Important content tips:
1、 Subject matter and amount of investment: Jinke Property Group Co.Ltd(000656) (hereinafter referred to as “the company”), the holding subsidiary of Jinke Intelligent Service Group Co., Ltd. (hereinafter referred to as “Jinke service”), as a limited partner, plans to invest RMB 17 million to subscribe for some new shares of Xiamen ronghuihong phase II equity investment partnership (limited partnership) (hereinafter referred to as “subject fund” or “partnership”), It accounts for 13.08% of the total subscribed capital of the underlying fund after the new share.
2. This investment is in line with the company’s development strategy and business needs of “four in one and ecological coordination”, which is conducive to making full use of the investment capacity and channel resources of professional investment institutions, further exploring potential cooperation opportunities, realizing the benign interaction between the company’s industrial resources, professional investment institution resources and financial capital, and helping the basic services of Jinke services The development of science and technology empowerment and diversified value-added services will help the company achieve its long-term development strategic objectives.
3. This investment does not constitute a connected transaction, nor does it constitute a major asset reorganization of a listed company as stipulated in the administrative measures for major asset reorganization of listed companies.
4. The investment risk:
(1) This investment has no commitment of guaranteed principal and minimum return, and the foreign investment project of the underlying fund may have the risk that the investment income does not meet the expectation or cannot exit in time due to the influence of many factors such as economic environment, industry cycle, market changes, operation and management of the investment target enterprise, project investment transaction scheme, regulatory policies and so on. (2) The underlying fund needs to be filed with the China Securities Investment Fund Industry Association (hereinafter referred to as the “fund industry association”), and there may be a risk that it cannot be established because it cannot meet the establishment conditions.
Recently, Jinke service, the holding subsidiary of the company, together with Xiamen Ronghui Huazhen equity investment partnership (limited partnership) (hereinafter referred to as “Ronghui Huazhen”) and other partners, signed the partnership agreement of Xiamen Ronghui Hongshang phase II equity investment partnership (limited partnership) (hereinafter referred to as “partnership agreement”), As a limited partner, Jinke service plans to contribute RMB 17 million to subscribe for the partnership share, accounting for 13.08% of the total capital contribution after the new share of the partnership.
The funds of the company participating in the subscription of private equity investment fund shares this time are the company’s own funds and do not involve the use of raised funds.
This 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. According to the relevant provisions of Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange main board information disclosure business information disclosure guide No. 5 – transactions and related party transactions, this investment does not need to be submitted to the board of directors and the general meeting of shareholders for approval.
2、 Basic information of private equity investment fund subscribed this time
(I) basic information of private equity investment fund
1. Fund Name: Xiamen ronghuihong phase II equity investment partnership (limited partnership)
2. Date of establishment: September 6, 2021
3. Registered address: B02, unit 2105, No. 492, Xinglinwan Road, Jimei District, Xiamen
4. Executive partner: Xiamen Ronghui Huazhen equity investment partnership (limited partnership)
5. Business scope: licensed 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). 6. Fund scale: the total subscribed capital contribution of the subject fund is RMB 1.3 billion
7. Contribution method: monetary capital contribution.
8. Duration: the duration of the underlying fund is from the fund establishment date to the seventh (7th) anniversary of the fund establishment date. The investment period is from the establishment date of the target fund to the fourth (4th) anniversary or the fourth (4th) anniversary of the date when the total subscribed capital contribution of the target fund reaches RMB 2 billion (whichever is later), and the withdrawal period is from the expiration of the investment period to the expiration of the fund term (including the extension period) of the partnership. Upon the independent decision of the general partner, the term of the fund may be extended, and the maximum term of the fund shall not exceed nine (9) years. If the term of the fund exceeds nine (9) years, each extension shall be voted by the Advisory Committee. After the target fund withdraws from all investment projects, the executive partner has the right to decide to dissolve in advance according to the investment and operation of the target fund.
9. Organizational form: limited partnership equity investment fund.
(II) basic information of general partner, executive partner and target fund manager
The general partner and executive partner of the underlying fund are Ronghui Huazhen and the manager is sunshine Ronghui capital. Ronghui Huazhen was established on June 2, 2020. The basic information is as follows:
1. Company name: Xiamen Ronghui Huazhen equity investment partnership (limited partnership)
2. Date of establishment: June 2, 2020
3. Registered capital: 10 million
4. Executive partner: Sunshine Ronghui Capital Investment Management Co., Ltd
5. Registered address: B22, unit 2103, No. 492, Xinglinwan Road, Jimei District, Xiamen
6. Business scope: investing in the equity of non-public trading enterprises and relevant consulting services according to law; Investment in primary industry, secondary industry and tertiary industry (unless otherwise provided by laws and regulations). (III) capital contributions subscribed by partners of the underlying fund
As of the date of this announcement, in addition to the general partner sunshine capital, there are 7 limited partners who have subscribed for the underlying fund units. The total amount of capital contribution subscribed by all partners of the underlying fund is RMB 130 million. As of the signing date of the partnership agreement, each limited partner of the subject fund including Jinke service has not paid the investment money, and subsequent limited partners will perform the obligation to pay the investment money according to the partnership agreement.
(IV) description of related relationships and other interest relationships
As of the date of this announcement, the underlying fund and its general partner and manager have no affiliated relationship or interest arrangement with the company and its controlling shareholders, actual controllers, shareholders holding more than 5% of the company’s shares, directors, supervisors and senior managers. The underlying fund does not directly or indirectly hold the company’s shares, nor does it have a plan to increase its holdings of the company’s shares, has no relevant interest arrangements with the company, and has no other arrangements with a third party that affect the interests of the company.
3、 Main contents of partnership agreement
(I) management mode of the underlying fund
The underlying fund is a limited partnership fund. The general partner and executive partner of the fund are Ronghui Huazhen and the manager is sunshine Ronghui capital. According to the partnership agreement, the executive partner has the exclusive and exclusive right to execute the partnership affairs, including deciding and executing the operation and investment business of the partnership and setting mortgages on the partnership assets Pledge) the assets of the partnership; Exercise the rights enjoyed as a shareholder or relevant equity holder of the invested enterprise on behalf of the partnership; Hire and dismiss managers or other management institutions to provide services in investment management, administrative management and daily operation management for the partnership, and enter into agreements related to investment management, administrative management and daily operation management of the partnership.
(II) investment strategy of the underlying fund
The partnership focuses on the medical and health field, emerging technology field, etc.
(III) rights and obligations of limited partners
Limited partners do not participate in the execution of the underlying fund affairs, will enjoy the right to return on investment and the right to vote on relevant matters in accordance with the partnership agreement, and undertake to pay capital contributions and other obligations to the underlying fund in accordance with the partnership agreement.
(IV) entry and withdrawal
When a new limited partner enters the partnership, it shall be approved by the executive partner and sign relevant written documents in accordance with applicable laws and regulations and the requirements of the executive partner. Other partners shall cooperate. At the request of the executive partner, it will sign all necessary documents, provide all necessary documents and information and assist in performing all necessary procedures.
Except for the following circumstances, limited partners have no right to withdraw from the partnership or recover their paid in capital contributions in advance:
1. According to the partnership agreement, the limited partner transfers all the partnership interests held by him to withdraw from the partnership;
2. Be recognized as a defaulting partner in accordance with the provisions of the partnership agreement, and force such defaulting partner to withdraw from the partnership in accordance with the provisions of the agreement;
3. Withdraw from the partnership as agreed in the partnership agreement;
4. If it is necessary to withdraw from the partnership due to the provisions of applicable laws and regulations or the mandatory requirements of regulatory authorities with jurisdiction, the limited partner may withdraw from the partnership in accordance with the methods and conditions otherwise agreed between the general partner and the limited partner;
5. Other reasonable reasons considered and approved by the partners’ meeting.
(V) dispute resolution
All disputes arising from and in connection with the partnership agreement, if they cannot be settled through friendly negotiation, shall be submitted to Xiamen Arbitration Commission for arbitration in Xiamen in accordance with the then effective arbitration rules of the Commission, and the arbitration language shall be Chinese. The arbitration award is final and binding on all partners concerned. Unless the arbitration tribunal makes an award, the arbitration fee shall be borne by the losing party. The losing party shall also compensate the winning party for its lawyer’s fees and other expenses.
4、 Risk tips
1. This investment has no commitment of guaranteed principal and minimum return, and the foreign investment project of the underlying fund may have the risk that the investment income does not meet the expectation or cannot exit in time due to the influence of many factors such as economic environment, industry cycle, market changes, operation and management of the investment target enterprise, project investment transaction scheme, regulatory policies and so on.
2. Due to the characteristics of long investment cycle and low liquidity of private equity funds, the investment return of the funds participated by the company may face a long investment payback period.
3. The underlying fund needs to be filed with the fund industry association, and there may be a risk that it cannot be established because it cannot meet the establishment conditions.
4. The company will pay close attention to the operation, management, investment decision-making and post investment management progress of the fund to prevent, reduce and avoid investment risks.
5、 Impact of this investment on the company
The target fund will focus on medical and health fields, emerging technology fields, etc. This investment is in line with the company’s development strategy and business needs of “four in one and ecological coordination”, which is conducive to Jinke service, making full use of the investment capacity and channel resources of professional investment institutions, further exploring potential cooperation opportunities, realizing the benign interaction between the company’s industrial resources, professional investment institution resources and financial capital, and helping Jinke service basic services The development of science and technology empowerment and diversified value-added services will help the company achieve its long-term development strategic objectives.
On the premise of ensuring the funds required for daily operation, the company uses its own funds to subscribe for the target fund shares, which is conducive to further improving the company’s fund use efficiency and will not have an impact on the company’s main business, nor will it have a significant impact on the company’s financial status and operating results.
6、 Other matters
1. Shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares do not participate in the subscription of investment fund units or hold positions in the investment fund.
2. This investment will not lead to horizontal competition or related party transactions.
3. The company will continue to pay attention to the progress of the investment, and timely disclose the significant progress of relevant matters in strict accordance with relevant laws and regulations. Please pay attention to the investment risk.
7、 Documents for future reference
1. Relevant agreement documents. It is hereby announced
Jinke Property Group Co.Ltd(000656) board of directors
January 18, 2002
