Securities code: 002785 securities abbreviation: Xiamen Wanli Stone Stock Co.Ltd(002785) Announcement No.: 2022-002
Xiamen Wanli Stone Stock Co.Ltd(002785)
Announcement on joint investment and establishment of limited partnership with professional investment institutions
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
1. Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as “the company”) intends to cooperate with Shenzhen Zhuoshi Investment Co., Ltd. (hereinafter referred to as “Zhuoshi investment”) and Ningbo Zhuoshi prospective venture capital partnership (limited partnership) (hereinafter referred to as “Zhuoshi prospective”) Ningbo Zhuoshi yunqi equity investment partnership (limited partnership) (hereinafter referred to as “Zhuoshi yunqi”) jointly invested and established Xiamen Wanli new energy venture capital partnership (limited partnership) (hereinafter referred to as “partnership”, tentative name, and the final name approved and registered by the industry and Commerce shall prevail). Among them, the company, as a limited partner, subscribed 10 million yuan with its own funds, accounting for 16.6667% of the registered capital, Zhuoshi investment, as a general partner, subscribed 1 million yuan, accounting for 1.6667% of the registered capital, and Zhuoshi prospective venture capital, as a limited partner, subscribed 10 million yuan, accounting for 16.6667% of the registered capital, Zhuoshi yunqi equity investment, as a limited partner, subscribed 39 million yuan, accounting for 64.9999% of the registered capital.
Up to now, the company has not signed a partnership agreement with other partners, the subscribed capital contribution has not been paid, and the partnership has not been formally established. This investment requires all parties to formally sign the partnership agreement and go through industrial and commercial registration and other procedures. The specific implementation and progress are still uncertain.
2. At the 25th meeting of the 4th board of directors held on January 25, 2022, the company passed the proposal on joint investment and establishment of limited partnership with professional institutions with 6 votes in favor, 0 votes against, 0 votes abstained and 0 votes avoided.
According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction is within the approval scope of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
3. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of partners
（1） General partner: stone cutting investment
(1) Company name: Shenzhen Zhuoshi Investment Co., Ltd
(2) Nature of enterprise: limited liability company
(3) Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
(4) Legal representative: Zhong qiankai
(5) Date of establishment: February 20, 2014
(6) Registered capital: 10 million yuan
(7) Unified social credit Code: 9144030008847172xu
(8) Business scope: general business items: investment management and consulting (excluding restricted items); Entrusted asset management (not engaged in trust, financial asset management, securities asset management and other businesses); Entrusted management of equity investment funds (shall not engage in securities investment activities, shall not raise funds in public to carry out investment activities, and shall not engage in the management business of publicly raised funds). (except for the above items prohibited by laws, administrative regulations and decisions of the State Council, the restricted items can be operated only after obtaining permission)
(9) Ownership structure: Zhong qiankai holds 70% and Xie Weifeng holds 30%.
(10) Description of related relationship: there is no related relationship or interest arrangement between the stone cutting investment and the company and the shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares, and there is no direct or indirect holding of the company’s shares. Zhuoshi investment has been registered as a private equity fund manager with the China Securities Investment Fund Industry Association, and the registration code of the manager is p1063317.
（2） Limited partner I: stone cutting prospect
(1) Company name: Ningbo Zhuoshi prospective venture capital partnership (limited partnership)
(2) Nature of enterprise: limited partnership
(3) Registered address: j0495, zone B, Room 401, building 1, No. 88, Meishan Qixing Road, Beilun District, Ningbo City, Zhejiang Province
(4) Executive partner: Shenzhen Zhuoshi Investment Co., Ltd
(5) Date of establishment: September 29, 2020
(6) Registered capital: 260 million yuan
(7) Unified social credit Code: 91330206ma2h8h5g92
(8) Business scope: general items: venture capital; (without the approval of the financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit absorption, financing guarantee, customer financing, and capital collection (financing) from the public) (except for the projects that must be approved according to law, it shall independently carry out business activities according to law with its business license).
(9) Equity structure: Shenzhen Zhuoshi Investment Co., Ltd. holds 3.8462% equity, Zhang Zhongmin holds 38.4615%, Ningbo Changda equity investment partnership (limited partnership) holds 38.4615%, and Shenzhen Zhuoshi hongmang venture capital partnership (limited partnership) holds 19.2308%.
(10) Description of related relationship: Zhuoshi prospective has no related relationship or interest arrangement with the company and its shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares, and there is no direct or indirect holding of the company’s shares. （3） Limited partner 2: Zhuoshi yunqi
(1) Company name: Ningbo Zhuoshi yunqi equity investment partnership (limited partnership)
(2) Nature of enterprise: limited partnership
(3) Registered address: J0414, zone B, Room 401, building 1, No. 88, Meishan Qixing Road, Beilun District, Ningbo City, Zhejiang Province
(4) Executive partner: Shenzhen Zhuoshi Investment Co., Ltd
(5) Date of establishment: December 22, 2016
(6) Registered capital: 93 million yuan
(7) Unified social credit Code: 91440101ma59h7l268
(8) Business scope: equity investment and related consulting services. (without the approval of the financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, customer financing and capital collection (financing) from the public) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
(9) Equity structure: Shenzhen Zhuoshi Investment Co., Ltd. holds 1.2258%, Zhong qiankai holds 51.6129%, Xie Weifeng holds 32.2581% and Li Yuanyuan holds 14.9032%.
(10) Description of association relationship: Zhuoshi yunqi has no association relationship or interest arrangement with the company and its shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares, and there is no direct or indirect holding of the company’s shares. 3、 Basic information of the partnership
(1) Company name: Xiamen Wanli new energy venture capital partnership (limited partnership) (the specific name approved by the industrial and commercial department shall prevail)
(2) Nature of enterprise: limited partnership
(3) Registered address: unit 389, Zone C, third floor, No. 60, Lianjing Road, Siming District, Xiamen
(4) Main business premises: unit 389, Zone C, third floor, No. 60, Lianjing Road, Siming District, Xiamen
(5) Executive partner: Shenzhen Zhuoshi Investment Co., Ltd
(6) Registered capital: 60 million yuan
(7) Business scope: venture capital
(8) Term of partnership: it shall be established from the date of issuance of the business license of the partnership, and the duration shall be 10 years. If it needs to be extended, it shall be unanimously agreed by all partners.
(9) Equity structure: Shenzhen Zhuoshi Investment Co., Ltd. holds 1.6667% equity, Xiamen Wanli Stone Stock Co.Ltd(002785) holds 16.6667% equity, Ningbo Zhuoshi prospective venture capital partnership (limited partnership) holds 16.6667% equity, and Ningbo Zhuoshi yunqi equity investment partnership (limited partnership) holds 64.9999% equity.
4、 Main contents of the partnership agreement
（1） Partnership purpose
Through the professional capital operation service of the manager’s stone cutting investment, the partners can obtain investment benefits for each partner in the in-depth layout of the new energy related industrial chain, and the partners jointly form the partnership.
（2） Total scale, contribution method, amount and payment period of each partner
1. General partner: Shenzhen Zhuoshi Investment Co., Ltd
The total subscribed capital contribution is 1 million yuan, which is contributed in currency, accounting for 1.6667% of the total capital contribution of the partnership
Payment deadline: June 30, 2031
2. Limited partner: Xiamen Wanli Stone Stock Co.Ltd(002785)
The total subscribed capital contribution is 10 million yuan, which is contributed in currency, accounting for 16.6667% of the total capital contribution of the partnership
Payment deadline: June 30, 2031
3. Limited partner: Ningbo Zhuoshi prospective venture capital partnership (limited partnership)
The total subscribed capital is 10 million yuan, which is contributed in currency, accounting for 16.6667% of the registered capital
Payment deadline: June 30, 2031
4. Limited partner: Ningbo Zhuoshi yunqi equity investment partnership (limited partnership)
The total subscribed capital is 39 million yuan, which is contributed in currency, accounting for 64.9999% of the registered capital
Payment deadline: June 30, 2031
（3） Executive partner and manager
All partners agree to select the general partner Zhuoshi investment as the executive partner of the partnership, and all partners agree that the executive partner shall act as the manager of the partnership. The management, control, operation and decision-making power of the partnership and its investment business and other activities shall be vested in the manager, who shall exercise it directly or through its appointed representative.
（4） Investment scope and investment decision
Focus on equity investment in new energy projects, including new energy upstream minerals and their development, positive and negative materials and other new energy industry chain projects.
A unified investment decision-making committee (hereinafter referred to as the “investment decision-making committee”) shall be established within the partnership or the fund initiated by the partnership, which is the decision-making body for determining the project initiation, investment, transfer and withdrawal of investment, and is responsible to the partnership.
The decision-making committee is composed of stone cutting investment, limited partners and external experts. The investment committee has five members, and each member has one vote. Matters reported to the decision-making meeting of the investment committee can be passed only with the consent of four members. Liability for breach of contract
This Agreement shall be legally binding on all partners after signing. Each partner shall perform corresponding obligations in accordance with this agreement. If either party fails to perform its obligations under this agreement, the party failing to perform shall be liable for breach of contract or compensation in accordance with the law and this agreement.
（5） Dispute resolution
Any dispute arising from the performance of the partnership agreement by the partners shall be settled by the partners through negotiation or mediation. If the plaintiff is unwilling to settle the dispute through negotiation or mediation, or the negotiation or mediation fails, either party may bring a lawsuit to the people’s court with jurisdiction in the place where the plaintiff is located.
5、 Risks of this investment and its impact on the company
（1） Existing risks
1. Policy risk: the investment activities carried out by the partnership may be subject to changes in national policies, socio-economic environment and other factors, resulting in certain policy risks.
2. Investment risk: when the partnership established by the company this time carries out equity investment, project investment and other businesses, it may cause investment loss or project failure to the company due to investment decision-making, information asymmetry, post investment management and other problems.
3. Other risks: the company’s investment and establishment of a partnership may be affected by investment decisions, resource allocation, industry competition, risk control and macro policies.
（2） Impact on the company
The purpose of the company’s investment in establishing a partnership is to actively grasp the development opportunities of Shanxi Guoxin Energy Corporation Limited(600617) resources and technology industry under the current background of “carbon neutralization and carbon peak”, make full use of the industry analysis ability, screening ability and investment ability of professional investment institutions, improve capital use efficiency, obtain higher investment income and share the dividends of rapid growth of the industry; At the same time, this investment will also help the company explore new market opportunities and lay the foundation for the high-quality development of the company. 6、 Documents for future reference 1. Resolutions of the 25th meeting of the 4th board of directors signed by the directors present and stamped with the seal of the board of directors; It is hereby announced.
Xiamen Wanli Stone Stock Co.Ltd(002785) board of directors January 26, 2022
