Securities code: 000710 securities abbreviation: Berry Genomics Co.Ltd(000710) Announcement No.: 2022-010 Berry Genomics Co.Ltd(000710)
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.
On January 15, 2022, the company disclosed the announcement on the company’s abandonment of the equity acquisition right of Fujian Herui acquiree in the first window period on cninfo.com (Announcement No.: 2022-007). In accordance with the “trading No. 7” and other relevant provisions of the guidelines for self discipline supervision of listed companies No. 2 of Shenzhen Stock Exchange, in order to better help investors understand the transaction, the contents of the above announcement are supplemented as follows:
1、 Overview of this waiver of acquisition rights
(I) basic information
According to “v. main contents of the shareholders agreement 4, Berry Genomics Co.Ltd(000710) future acquisition right” in the announcement on giving up the preemptive subscription right for capital increase and share expansion of subsidiaries and related party transactions (Announcement No.: 2021-045) disclosed by the company on cninfo.com: “during the period from February 1, 2022 to April 30, 2022 (hereinafter referred to as” the first window period “), The company has the right to purchase all the 62.06% equity of Fujian Herui (as the case may be) held by the management shareholders and round a shareholders of Fujian Herui Gene Technology Co., Ltd. (hereinafter referred to as “Fujian Herui”) at that time (hereinafter referred to as “the acquiree”) for a consideration of about RMB 2.7 billion.
The company waives the relevant rights to implement the equity acquisition right of Fujian Herui acquiree in the first window period (hereinafter referred to as “this waiver of acquisition right” and “this transaction”).
The above list of “acquiree” is as follows:
Shareholder name shareholder type shareholding ratio
Management shareholders of Pingtan heruijuncheng equity investment partnership (limited partnership) 8.39%
Management shareholders of Shanghai inger garland enterprise management consulting partnership (limited partnership) 1.61%
Zhuhai Junlian Rongde equity investment enterprise (limited partnership) round a investor 18.67%
Boyu Jingtai (Shanghai) equity investment partnership (limited partnership) round a investor 14.37%
7.29% of series a investors of Qiming Rongke equity investment partnership (limited partnership) in Suzhou Industrial Park
Suzhou Industrial Park Qihua phase I Investment Center (limited partnership) round a investor 3.33%
Suzhou Qiming Rongxin equity investment partnership (limited partnership) round a investor 3.33%
Zhuhai Siyi equity investment fund (limited partnership) round a investor 2.33%
Zhuhai Sili equity investment fund (limited partnership) round a investor 2.33%
Suzhou Qiming Rongying venture capital partnership (limited partnership) round a investor 0.42%
Total 62.06%
(II) introduction to related parties
1. Tianjin junruiqi equity investment partnership (limited partnership), the shareholder of the company, and Zhuhai Junlian Rongde equity investment enterprise (limited partnership) (hereinafter referred to as “Junlian Rongde”), the shareholder of Fujian Herui, are controlled by Junlian Capital Management Co., Ltd. (hereinafter referred to as “Junlian capital”). Mr. Wang Junfeng serves as the director of the company and the director and general manager of Junlian capital at the same time, Therefore, Junlian Rongde is a related party of the company.
2. Hongling Siqi (Zhuhai), a shareholder holding more than 5% of the company’s shares, acquired an equity investment enterprise (limited partnership) (hereinafter referred to as “Hongling fund”) and Zhuhai Siyi equity investment fund (limited partnership) (hereinafter referred to as “Zhuhai Siyi”), a shareholder of Fujian Herui The executive partners of Zhuhai Sili equity investment fund (limited partnership) (hereinafter referred to as “Zhuhai Sili”) are Hongling Siqi (Zhuhai) equity investment management enterprise (limited partnership). Ms. Wang Hongxia also serves as the director of the company and the appointed representative of the executive partners of Hongling fund, Zhuhai Siyi and Zhuhai Sili. Therefore, Zhuhai Siyi Zhuhai Sili is a related party of the company.
3. Mr. Wang Junfeng, the director of the company, works in Junlian capital, which can control Junlian Rongde, the East shareholder of Fujian Herui, Zhuhai Junlian Jingming equity investment partnership (limited partnership) and Zhuhai Junlian Zhicheng equity investment partnership (limited partnership), and Ms. Wang Hongxia, the director of the company, works in Zhuhai Siyi, the shareholder of Fujian Herui Mr. Zhou Daixing (Zhou Daixing), director of Hongling Siqi (Zhuhai) equity investment management enterprise (limited partnership) of Zhuhai Sili, also serves as a director of Fujian Herui. Therefore, Fujian Herui is a related party of the company.
(III) review
The 15th meeting of the 9th board of directors of the company deliberated and approved the proposal on the company’s abandonment of the right to implement equity acquisition of Fujian Herui acquiree in the first window period, and authorized the general manager of the company to deal with relevant documents such as the shareholders’ agreement on Fujian Herui Gene Technology Co., Ltd. (the Fifth Amendment), Mr. chowdaixing (Zhou Daixing), the affiliated director Ms. Wang Hongxia (Wang Hongxia) and Mr. Wang Junfeng have avoided voting, and the independent directors have approved and expressed their independent opinions on this transaction in advance.
This transaction needs to be submitted to the general meeting of shareholders for deliberation and approval. The affiliated shareholders Hongling Siqi (Zhuhai) M & A equity investment enterprise (limited partnership), Tianjin junruiqi equity investment partnership (limited partnership) and Mr. chowdaixing (Zhou Daixing) will avoid voting at the general meeting of shareholders.
This transaction does not constitute a major asset reorganization or listing as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of each party waiving the acquisition right this time
(I) counterparties
1. Management shareholders
(1) Pingtan heruijuncheng equity investment partnership (limited partnership) is a limited partnership validly established and legally existing in accordance with Chinese law. The executive partner is Shanghai Zifu Technology Services Co., Ltd. and its registered address is room 511-8 (9 cluster registration), floor 5, building 6, business operation center, jinjingwan area, Pingtan comprehensive experimental zone. It is not a dishonest executee.
(2) Shanghai inger garland enterprise management consulting partnership (limited partnership), a limited partnership validly established and legally existing in accordance with Chinese law, the executive partner is Shanghai Zifu Technology Service Co., Ltd., and its registered address is 5 / F, No. 277, Huqingping Road, Minhang District, Shanghai. It is not a dishonest executee.
2. Shareholders of related parties
Name: Zhuhai Junlian Rongde equity investment Zhuhai Sili equity investment Zhuhai Siyi equity investment enterprise (limited partnership) Fund (limited partnership) Fund (limited partnership)
Bao, Hengqin new area, Zhuhai address of Bao, Hengqin new area, Zhuhai room 105, No. 6, Baohua Road, Hengqin new area, Zhuhai – 15637 – 38824 (centralized office – 38820 (centralized office area))
Nature of enterprise limited partnership limited partnership limited partnership
Bao, Hengqin new area, Zhuhai registered address of Bao, Hengqin new area, Zhuhai – 15637 – 38824 (centralized office – 38820 (centralized office area))
Haidian District, Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) branch, Xinyuan, Chaoyang District, Beijing main office location of Xinyuan, Chaoyang District, Beijing Rongke Information Center, No. 2, Xueyuan South Road, No. 3, Ping An International South Road, 16 / F, building B, Ping an international financial center, 17 / F, building a, financial center
Hongling Siqi (Zhuhai) Hongling Siqi (Zhuhai) stock execution partnership Lhasa Junqi Enterprise Management Co., Ltd. equity investment management enterprise equity investment management enterprise (manned company (appointed representative: Wang nengguang) (limited partnership) (appointed partnership) (appointed representative: Wang Wang Hongxia) HONGXIA）
The registered capital is 282.68 million yuan and 100 million yuan
Tax registration certificate No.: 91440400ma4up54318 91440400ma4x9db 91440400ma4x9gw Code: 33q c9t
Main business: equity investment and management; Project investment equity investment
Endowment
Lhasa Junqi Enterprise Management Co., Ltd
Company; Beijing Junlian Yikang equity
Investment partnership (limited partnership with Hongling Siqi (Zhuhai) and Hongling Siqi (Zhuhai); Suzhou Junlian Xinkang venture equity investment management enterprise (including major shareholders’ investment partnership (limited partnership); Limited partnership); Pingtan Sili group); Shanghai Licheng Yijing equity Tan Sili equity investment fund partnership investment management center (limited alloy partnership (limited enterprise (limited partnership)); Suzhou kailixin venture capital partnership)
Capital partnership (limited partnership);
Zhuhai Gaoling hengying Equity Investment Co., Ltd
Partnership (limited partnership)
Actual controller: Junlian Capital Management Co., Ltd. Wang Jun
company
The main business recently is equity investment, the most main business is equity investment, the main business is the development of equity investment in the past three years, the normal operation capital in the past three years, the operation capital in the last three years, and the operation capital in the last three years is normal
Dishonest executee no
3. Other shareholders
(1) Boyu Jingtai (Shanghai) equity investment partnership (limited partnership) is a limited partnership validly established and legally existing in accordance with Chinese law. The executive partner is Boyu Jingtai (Shanghai) Enterprise Management Co., Ltd. with its registered address at room a111, floor 1, building 4, No. 88, North Zhangjiabang Road, China (Shanghai) pilot free trade zone. Its main business is equity investment Investment management and investment consultation do not belong to dishonest Executees. (2) Qiming Rongke equity investment partnership (limited partnership) in Suzhou Industrial Park is a limited partnership validly established and legally existing in accordance with Chinese law. The executive partner is Suzhou Qiping investment management partnership (limited partnership), and the registered address is Room 203, building 14, dongshahu equity investment center, 183 Suhong East Road, Suzhou Industrial Park, The main business is equity investment and related consulting services, which is not a dishonest executee.
(3) Qihua phase I Investment Center (limited partnership) in Suzhou Industrial Park is a limited partnership effectively established and legally existing in accordance with Chinese law. The executive partner is Suzhou Qicheng investment management partnership (limited partnership), and the registered address is Room 203, building 14, dongshahu equity investment center, 183 Suhong East Road, Suzhou Industrial Park, The main business is investment and related consulting services, which is not a dishonest person.
(4) Suzhou Qiming Rongxin equity investment partnership (limited partnership) is a limited partnership validly established and legally existing in accordance with Chinese law. The executive partner is Qiming Rongsheng Investment Management Co., Ltd. of Suzhou Industrial Park
