Securities code: 002249 securities abbreviation: Zhongshan Broad-Ocean Motor Co.Ltd(002249) Announcement No.: 2022-002
Zhongshan Broad-Ocean Motor Co.Ltd(002249)
Announcement on the transfer of equity investment fund units and foreign investment
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 material omissions.
1、 Overview of foreign investment
In order to further realize industrial synergy, with the help of the professional strength and resource advantages of professional institutions, strengthen cooperation with enterprises in the new energy industry and promote the effective integration of industry and capital, Zhongshan Broad-Ocean Motor Co.Ltd(002249) (hereinafter referred to as "the company") signed the property share transfer agreement of Chongqing Chengyuan private equity investment fund partnership (limited partnership) (hereinafter referred to as "the transfer agreement") with yuruichangneng (Zaozhuang) equity investment fund partnership (limited partnership) (hereinafter referred to as "yuruichangneng") on January 18, 2022, The company receives 2.87% of Chongqing Chengyuan private equity investment fund partnership (limited partnership) (hereinafter referred to as "Chengyuan fund") held by Yu Rui changneng, the corresponding contribution share is 21 million yuan (unpaid), and the transfer consideration is 0 yuan; Meanwhile, the company signed the Chongqing Chengyuan private equity investment fund partnership (limited partnership) partnership agreement (hereinafter referred to as "partnership agreement") with all partners of Chengyuan fund. After the completion of this transaction, the company will become the limited partner of Chengyuan fund and complete the paid in obligation of capital contribution with its own capital of 21 million yuan.
According to the relevant provisions of Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 7 - transactions and related party transactions, and the articles of association, this foreign investment is within the approval authority of the president of the company and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
The controlling shareholder, actual controller, shareholders holding more than 5%, directors, supervisors and senior managers of the company shall not participate in the subscription of Chengyuan fund units or hold any position in Chengyuan fund. This foreign investment does not constitute horizontal competition, related party transactions, or major asset restructuring specified in the administrative measures for major asset restructuring of listed companies. Within 12 months before this foreign investment, the company did not use the raised funds to supplement working capital or repay bank loans. The company promises not to use the raised funds to supplement working capital or repay bank loans within 12 months after the foreign investment.
2、 Basic information of Transferor
Enterprise name: Yurui changneng (Zaozhuang) equity investment fund partnership (limited partnership)
Unified social credit Code: 91370400ma94yrhf71
Enterprise type: limited partnership
Date of establishment: September 24, 2021
Executive partner: Chongqing ruilifeng Equity Investment Fund Management Co., Ltd
Registered address: 136-4, block B, courtyard 5, Internet Town, high tech Zone, Zaozhuang City, Shandong Province (Fengming fund town)
Business scope: general items: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after completing the registration and filing with China Securities Investment Fund Industry 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)
Partner information: the paid in share of Yitian automobile intelligent technology (Zhejiang) Co., Ltd. is 48.4%; The paid in share of Shenzhen Aurora Holding Co., Ltd. is 32.1%; The paid in share of Chongqing Tianli Industrial Co., Ltd. is 16.67%; Chongqing ruilifeng Equity Investment Fund Management Co., Ltd. paid in share was 2.83%.
Filing of the fund industry association: Yu Rui changneng has been registered as a private investment fund manager with the China Securities Investment Fund Industry Association, and the registration number of the private investment fund manager is stf153.
Yurui changneng has no relationship or interest arrangement with the company, its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers, nor does it hold shares of the company directly or indirectly. Upon inquiry, yuruichangneng does not belong to the dishonest executee.
3、 Basic information of the transferee
1. Basic information of Chengyuan fund
Company name: Chongqing Chengyuan private equity investment fund partnership (limited partnership)
Unified social credit Code: 91500105ma7f77b35h
Enterprise type: limited partnership
Date of establishment: December 31, 2021
Executive partner: Chongqing carrier Enterprise Management Co., Ltd
Registered address: Building 3, No. 3, Chuangfu Road, Jiangbei District, Chongqing
Business scope: general items: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after completing the registration and filing with China Securities Investment Fund Association) (except for items that must be approved according to law, business activities can be carried out independently according to law with business license)
Partner composition and share ratio before and after this transaction:
Unit: RMB 10000
Before and after this transaction
Partner type: subscribed capital contribution holding copies subscribed capital contribution holding copies
Amount proportion amount proportion
Chongqing Liangjiang New Area Industrial Development Co., Ltd. 20000 27.36%
Exhibition Group Co., Ltd
Chongqing Huaxin asset management has a limited partner of 20000 27.36%
Limited company
Chongqing Liangjiang Three Gorges Xinghong Stock Co., Ltd
Limited partners of equity investment fund partnership 18000 24.62% 18000 24.62%
(limited partnership)
Guangyin Huipeng private equity investment
Capital fund (Shenzhen) partnership limited partner 9900 13.54% 0
Enterprise (limited partnership)
Yurui changneng (Zaozhuang) Co., Ltd
Equity investment fund partnership limited partners 5000 6.84% 3000 4.10%
(limited partnership)
Guangyin international asset management general partner 100 0.14% 100 0.14%
(China) Co., Ltd
The management of Chongqing carrier enterprise has 100 0.14% 100 0.14% general partner
Limited company
Guangyinhui new private equity investment
Limited partner of capital fund (Hainan) partnership -- 9800 13.41%
Enterprise (limited partnership)
Limited partner of Zhongshan Zhongshan Broad-Ocean Motor Co.Ltd(002249) - 2100 2.87%
Limited company
Filing status of the fund industry association: Chengyuan fund will submit a filing application in the private placement registration and filing system of China Securities Investment Fund Industry Association in accordance with the Interim Measures for the supervision and administration of private investment funds and the measures for the administration of private investment fund manager registration and fund filing (for Trial Implementation).
Chengyuan fund has no relationship or interest arrangement with the company, the controlling shareholder, actual controller, shareholders holding more than 5%, directors, supervisors and senior managers of the company, nor does it hold shares of the company directly or indirectly. Upon inquiry, Chengyuan fund does not belong to the dishonest executee.
2. Basic information of partners of Chengyuan fund
(1) Chongqing Liangjiang New Area Industrial Development Group Co., Ltd
Unified social credit Code: 91500000 ma5u62c402
Enterprise type: limited liability company (solely state-owned)
Date of establishment: May 18, 2016
Legal representative: Li Yi
Registered address: No. 1, Xingguang Avenue, Yubei District, Chongqing
Business scope: general items: strategic emerging manufacturing industry, strategic emerging service industry investment, equity investment and management, asset management, industrial investment and operation (the above business scope shall not be engaged in absorbing public deposits or absorbing public deposits in disguised form, issuing loans, securities, futures and other financial businesses); Construction and management of important infrastructure and major projects, and real estate development; Transportation equipment manufacturing. [for projects subject to approval according to law, business activities can only be carried out with the approval of relevant departments] (except for projects subject to approval according to law, business activities can be carried out independently according to law with business license)
(2) Chongqing Huaxin Asset Management Co., Ltd
Unified social credit Code: 91500105739819866k
Enterprise type: limited liability company (sole proprietorship of legal person)
Date of establishment: June 19, 2002
Legal representative: Luo Ting
Registered address: Floor 4, No. 2, Yanghe Road, Jiangbei District, Chongqing
Business scope: licensed items: import and export business of goods and technologies (items subject to approval according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: operating lease: Category II: 6826 physical therapy and rehabilitation equipment, 6828 medical magnetic resonance equipment; Class III: 6828 medical magnetic resonance equipment, 6821 medical electronic instruments and equipment (except 1), 6823 medical ultrasonic instruments and related equipment, 6830 medical X-ray equipment, 6854 operating room, emergency room, diagnosis and treatment room equipment and appliances (except 4) (business items subject to approval can be operated only after obtaining approval); Acquisition and transfer of enterprise assets (including land use right, equipment, products, semi-finished products and raw materials), property rights and creditor's rights; House leasing (excluding accommodation services); Equipment leasing; estate management; Make use of the enterprise's own funds to invest abroad (not engaged in absorbing public deposits or absorbing public deposits in a disguised form, issuing loans, securities, futures and other financial businesses); Business information consultation (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
(3) Chongqing Liangjiang Three Gorges Xinghong equity investment fund partnership (limited partnership)
Unified social credit Code: 91500000 ma608whn5c
Enterprise type: limited partnership
Date of establishment: February 18, 2019
Executive partner: Chongqing Liangjiang Three Gorges Xingsheng energy industry Equity Investment Fund Management Co., Ltd
Registered address: No. 19, Yinglong Avenue, Longxing Town, Yubei District, Chongqing
Business scope: equity investment (shall not engage in financial businesses such as absorbing public deposits or absorbing public deposits in a disguised form, issuing loans, securities, futures, etc.)
(4) Guangyinhuixin private equity investment fund (Hainan) partnership (limited partnership)
Unified social credit Code: 91460100maa98mfc0u
Enterprise type: limited partnership
Date of establishment: December 31, 2021
Registered address: No. 09, room 103, floor 1, building F, Class 1.5 enterprise port, Jiangdong new area, No. 187, Jiangdong Avenue, Jiangdong new area, Haikou City, Hainan Province
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 not prohibited or restricted by laws and regulations can be operated independently according to law)
(5) Yurui changneng (Zaozhuang) equity investment fund partnership (limited partnership)
See "II. Basic information of transferor" for basic information
(6) Guangyin international asset management (China) Co., Ltd
Unified social credit Code: 91440300ma5ehmt734
Enterprise type: limited liability company (sole proprietorship of legal person in Taiwan, Hong Kong and Macao)
Date of establishment: May 15, 2017
Legal representative: Wang Jing
Registered address: room 01, floor 02, building 29a, Qianhai enterprise residence, No. 63, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen. Scope of business: no general business items. Licensed business items are: initiating the establishment of equity investment enterprises; Entrusted to manage the investment business of equity investment enterprises and provide relevant services; Equity investment consulting; Other relevant businesses approved by the examination and approval or registration authority.
(7) Chongqing carrier Enterprise Management Co., Ltd
Unified social credit Code: 91500000 ma5u53wr3b
Enterprise type: limited liability company
Date of establishment: March 21, 2016
Legal representative: AI Yimin
Registered address: No. 23, Gongnong Road, Yuzui Town, Jiangbei District, Chongqing (government building)
Business scope: enterprise management consulting; Marketing planning. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The above partners have no relationship or interest arrangement with the company, the controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers of the company, nor do they hold shares of the company directly or indirectly. Upon inquiry, none of the above partners is a dishonest executee.
4、 Main contents of the assignment agreement
Yuruichangneng transferred 2.87% of the partnership share of Chengyuan fund held by yuruichangneng (corresponding to the subscribed capital contribution in the partnership of RMB 21 million, hereinafter referred to as the "subject property share") to the company (hereinafter referred to as the "transfer"). After the completion of this transfer, the company enjoys all partnership interests under the subject property share in accordance with the partnership agreement and undertakes corresponding obligations and responsibilities. The consideration for this transfer is RMB 0. Yurui changneng and the company shall sign other documents required for this transfer in accordance with the provisions of the transfer agreement and the partnership agreement, and assist Chengyuan fund in handling the industrial and commercial change registration and other relevant procedures for this transfer.
5、 Main contents of the partnership agreement
1. Purpose of the partnership
various
