Jiaxin Silk (002404): Participating In The Establishment Of Equity Investment Fund

Stock Code: 002404 securities short: Jiaxin silk bulletin number: 2019 - 051

Zhejiang Jiaxin silk Limited by Share Ltd announcements on company participation in setting up equity investment fund

All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, and there are no false statements, misleading statements or major omissions.

The Zhejiang Jiaxin silk Limited by Share Ltd (hereinafter referred to as the "company") held the twenty-sixth meeting of the seventh board of directors in October 29, 2019, and deliberated the adoption of the motion on the company's participation in the establishment of equity investment funds.

I. overview of the fund for foreign investment

In order to make use of the investment ability of professional investment institutions, increase investment in the fields of science and technology and innovation, and cultivate new profit growth points, the company approved the twenty-sixth meeting of the seventh board of directors to approve the company's investment of RMB 50 million yuan, and jointly invested with the general partner Meishan Ningbo tax protection port sub investment management partnership (limited partnership) (hereinafter referred to as "Zi Jin investment"), and set up the Ningbo Meishan bonded port area only to invest in partnership business (limited partnership) (hereinafter referred to as the "fund"), and invest in enterprises with advanced core technology capability, clear and stable profit model, advanced manufacturing, environmental protection, TMT, medicine and other industries in the period of rapid growth and expansion.

The total size of the fund is RMB 321 million 610 thousand yuan, and the general partner's investment is RMB 1 million 610 thousand yuan. The company has invested 50 million yuan as a limited partner, and the other limited partners have subscribed for RMB 270 million yuan.

According to the relevant provisions of the Shenzhen Stock Exchange Listing Rules, the articles of association and the Memorandum No. twelfth of SME board information disclosure: investment cooperation between listed companies and professional investment institutions, the investment matters need not be submitted to the shareholders' general meeting for consideration. The legal representative of the Licensing companies or its appointed representative shall sign relevant agreements with the trading partners.

The controlling shareholders, actual controllers, shareholders, directors, supervisors and senior managers who hold more than 5% of the company will not participate in the subscription of the fund shares or serve in the fund in the future. The foreign investment matters do not constitute related transactions, will not lead to competition in the same industry, nor constitute a major asset reorganization stipulated in the administrative measures for the major asset reorganization of listed companies.

Two, the basic situation of the partners

(1) general partners

1. Enterprise Name: Ningbo Meishan bonded port area sub investment management partnership (limited partnership)

2. unified social credit Code: 91330206MA290FNX6M

3. type of enterprise: limited partnership

4. establishment date: April 27, 2017

5. registered capital: 10 million yuan.

6. Residence: 401, B, G0152 1, 88 Star Road, Meishan, Beilun District, Ningbo, Zhejiang.

7. executive partner: Ceng Linbin

8. scope of operation: investment management.

9. shareholder structure:

10. major investment areas: advanced manufacturing, high-end equipment, consumer healthcare, environmental protection, TMT and other industrial areas.

11. the record of fund manager's filing: Zi Jin investment has fulfilled the registration procedure according to the Interim Measures for supervision and management of private investment funds and the registration of private investment fund managers and the fund registration method (for Trial Implementation), with the record number P1063916.

12. relationship or other interest relationship: there is no relationship or interest arrangement between the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers, nor does it directly or indirectly hold shares in the company, nor does it have any consistent action with other limited partners.

(two) other limited partners

1. Ningbo Hao Rong Enterprise Management Consulting Co., Ltd.

(1) Enterprise Name: Ningbo Hao Rong Enterprise Management Consulting Co., Ltd.

(2) unified social credit Code: 91330206MA2GT3X01L

(3) type of enterprise: limited liability company (wholly owned by non natural person or sole proprietorship)

(4) establishment date: July 31, 2019

(5) registered capital: 50 million yuan RMB.

(6) residence: 3364, room twelve, office building 1, Meishan salt farm, Beilun District, Ningbo, Zhejiang.

(7) legal representative: Sun Yonggen

(8) business scope: business management consultation, business information consultation, corporate image planning, conference service and exhibition exhibition service.

2. Huamao Group Limited by Share Ltd

(1) Enterprise Name: Huamao Group Limited by Share Ltd

(2) unified social credit Code: 91330200725130275W

(3) enterprise type: Limited by Share Ltd (unlisted, natural person investment or holding)

(4) establishment date: October 13, 2000

(5) registered capital: 56 million yuan RMB.

(6) residence: 5-6 floor, No. 125, longsh Road, Haishu District, Ningbo, Zhejiang.

(7) legal representative: Xu Wanmao

(8) business scope: investment in industrial projects; wholesale and retail of cultural and sports goods; real estate development and operation; real estate intermediary; property management, hotel management; construction; Landscaping; warehousing services; machinery and equipment leasing, housing leasing; commodity information consultation, computer equipment maintenance, application technology consulting services, enterprise management consulting; wholesale and retail of precious metals; import and export of goods and technologies for self employment and agency, except for goods and technologies restricted or prohibited by the state.

3. Shanghai Shanghai Rui Industrial Co., Ltd.

(1) Enterprise Name: Shanghai Shanghai Rui Industrial Co., Ltd.

(2) unified social credit Code: 9131011670314449XH

(3) enterprise type: limited liability company (natural person investment or holding)

(4) establishment date: January 18, 2001

(5) registered capital: 38 million yuan RMB.

(6) residence: 2008 Fenghuang Road, Fengjing town, Jinshan District, Shanghai

(7) legal representative: Huang Baohua

(8) business scope: industrial investment, investment consulting, business management consulting, technical development, technical consultation, technical service in the computer field, metal materials, needle textiles, office stationery, electronic products sales, environmental protection engineering, computer network engineering, timber and wood products production and sales.

4. Qingdao Guo en holdings development Co., Ltd.

(1) Enterprise Name: Qingdao Guo en holdings development Co., Ltd.

(2) unified social credit Code: 91370212MA3CM8G23J

(3) type of enterprise: limited liability company (wholly owned by natural persons)

(4) establishment date: November 22, 2016

(5) registered capital: 200 million yuan RMB.

(6) residence: 18 floor, 2 building, Shandong private science and Technology Building (Minghui International), Shiling 39, Laoshan, Qingdao, Shandong province (centralized office area)

(7) legal representative: Wang Aiguo

(8) business scope: external investment with equity funds, equity investment, equity investment management, venture capital investment, investment management, asset management, business management consulting, investment consulting (non securities business), business information consultation (excluding trade secrets), financial consultation (excluding agent bookkeeping), real estate information consultation, legal information consultation (excluding litigation agent), enterprise marketing planning, financial advisor, enterprise management, import and export of goods and technologies (except for laws and administrative regulations prohibiting items, operation of laws and administrative regulations and restricted items after obtaining permission), computer software and hardware design, development and sales.

5. Pacific Bird Group Limited

(1) Enterprise Name: Taiping Bird Group Co., Ltd.

(2) unified social credit Code: 9133020025408198XJ

(3) type of enterprise: limited liability company (sole proprietorship owned by natural persons or controlled)

(4) establishment date: July 28, 1995

(5) registered capital: 158 million 700 thousand yuan RMB.

(6) residence: 3, 776 south section of West Ring Road, Haishu, Ningbo.

(7) legal representative: Zhang Jiangping

(8) business scope: industrial investment, project investment; investment consultation; investment management consulting; real estate development; own house leasing; property management; metal products, machinery and equipment R & D and marketing; mineral products, edible agricultural products, building materials and chemical raw materials products, plastic raw materials and products wholesale and retail; import and export of goods and technologies, except clothing, but the State restricted or prohibited import and export of goods and technologies.

6. Hangzhou Forster Technology Group Co., Ltd.

(1) Enterprise Name: Hangzhou Forster Technology Group Co., Ltd.

(2) unified social credit Code: 913301856798663875

(3) enterprise type: limited liability company (natural person investment or holding)

(4) establishment date: September 23, 2008

(5) registered capital: 50 million yuan RMB.

(6) residence: Jiangnan Road, Jincheng Street, Ling'an

(7) legal representative: Zhang Hong

(8) business scope: research and development: biotechnology, pharmaceutical materials, chemical materials, polymer materials; industrial investment, investment management, investment consulting (except finance, securities, futures); sales: electronic products, electrical and mechanical equipment and accessories, communication equipment, instruments and meters, rubber products, packaging materials, garment accessories, chemical raw materials, chemical products (except chemical dangerous goods and precursor chemicals); import and export of goods.

7. Jiangyin Hengrun heavy industries Limited by Share Ltd

(1) Enterprise Name: Jiangyin Hengrun heavy industry Limited by Share Ltd

(2) unified social credit Code: 91320200751442336Q

(3) types of enterprises: Limited by Share Ltd (Taiwan, Hong Kong and Macao, joint venture and listing)

(4) establishment date: July 30, 2003

(5) registered capital: 145 million 600 thousand yuan RMB.

(6) residence: A, Zhouzhuang Industrial Park, Zhouzhuang Town, Jiangyin, Jiangsu.

(7) legal representative: Cheng Lixin

(8) business scope: production, processing forgings, stainless steel flanges, carbon steel flanges, mechanical parts, research and development of metal materials, research and development of aluminum alloy and magnesium alloy products, road general cargo transportation.

8. Zhuang Hao

(1) Name: Zhuang Hao

(2) identity card number: 35060019********27

There is no correlation or benefit arrangement between the limited partners and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company and the company.

Three, the basic situation of the proposed investment fund.

1. name of fund: Ningbo Meishan bonded port area only investment partnership (limited partnership)

2. scale of the Fund: 321 million 610 thousand yuan.

3. organizational form: limited partnership

4. mode of contribution: cash contribution

5. subscribe to subscribe:

6. progress of capital contribution: all limited partners should be paid in two phases, and each paid up capital shall be 50% of their subscribed capital contribution. After the signing of the partnership agreement, the general partner will issue a notice of payment to each limited partner in a timely manner, and the limited partner will pay the first capital contribution within 10 working days from the date of the payment notice. After 3 months from the date of signing the partnership agreement, the general partner will issue a notice of payment to each limited partner according to the investment schedule of the project, and the limited partners shall pay the second capital contribution in full in accordance with the payment notice.

7. fund term: the term of the fund is seven years, and the first three years are the "investment period". The three year after the expiration of the investment period is the "withdrawal period", and the year after the expiration of the withdrawal period is the "liquidation period". Under special circumstances, when individual investment projects are difficult to achieve normal exit, the withdrawal period can be extended by one year.

8. investment direction: enterprises with core technology capabilities and clear and steady profit models in advanced manufacturing, environmental protection, TMT, medicine and other industries are in the period of rapid growth and expansion.

9. scope of operation: industrial investment and project investment.

10. management and decision making mode of investment funds: general partners are responsible for daily operation and management of funds; limited partners are not directly involved in or in disguised form participating in daily operation and management of funds; funds set up investment decision committees, three members appointed by general partners and investors who hold more than 30% (inclusive) rights and interests of partnership enterprises are appointed.

The members of the investment decision Committee shall have one vote. Each member of the investment decision Committee shall have the right to vote. For matters subject to voting, more than 2/3 of the members of the voting Committee shall be allowed to pass the agreement. The members appointed by the limited partners who hold more than 30% of the partnership's interests can enjoy one vote veto. The proportion of the company's rights and interests in the fund is not more than 30%, and does not enjoy the veto power of one vote.

Four. Main contents of partnership agreement

1. agreement signing time: October 29, 2019

2. total investment: the total contribution of all partners of the partnership is RMB 321 million 610 thousand yuan.

3. payment time

All limited partners should be paid in two phases. The initial paid up capital contribution is 50% of the subscribed capital contribution, and the second period of paid capital contribution is 50% of its subscribed capital contribution. After 3 months from the date of signing the agreement, the general partner will issue a notice of payment to each limited partner according to the investment schedule of the project, and the limited partners shall pay the second capital contribution in full in accordance with the requirements of the payment notice.

After signing the partnership agreement, the general partner will issue a notice of payment in time to each limited partner, and the payment notice should include information on the amount paid by the partner and the time limit for payment. Unless otherwise agreed by the general partners and the limited partners, each limited partner shall pay the capital contribution within 10 working days from the date of the payment notice.

4. management fee

As a consideration of the management services provided to the partnership, six years from the date of first delivery, the partnership shall pay the management fee to the general partner. The annual management fee is calculated in the following ways:

(1) during the investment period, the management fee for every 12 months should be 2% of all partners' contributions.

(2) during the withdrawal period, the management fee for every 12 months should be 2% of the balance of the paid investment of all partners after deducting the investment cost of the investment item that has been withdrawn.

(3) no management fee is charged during the liquidation period.

5. rights of general partners

All partners agree that, as an executive partner, the general partner shall have exclusive and exclusive enforcement rights to partnership affairs, except as otherwise provided in this agreement, including but not limited to:

(1) decide and execute the investment and other affairs of the partnership; after the consideration of the partners' meeting, the duration of the partnership shall be changed.

(2) take the partnership as the partner in the partnership business and represent the partnership.

To acquire, hold, manage, maintain and dispose of assets of partnership enterprises, including but not limited to investment assets, non investment assets, etc.

(3) on behalf of a partnership enterprise, it shall exercise the rights enjoyed by shareholders or interested holders of the invested enterprise, including but not limited to making decisions on relevant matters and exercising voting rights.

(4) take all actions necessary or suitable for the purpose of maintaining the legitimate existence of partnership enterprises and carrying out business activities in partnership;

(5) opening, maintaining and canceling the bank accounts and securities accounts of the partnership, issuing cheque and other payment vouchers;

(6) employ professional, intermediary and advisory bodies to provide services to partnership enterprises;

(7) determine reasonable reserves for partnership investment projects or partnership costs;

(8) litigation, litigation, arbitration, negotiation with the disputed parties, reconciliation, other legal actions or other legal proceedings for the interests of the partnership.

(9) take actions to protect the property safety of partnership enterprises and reduce the risks to partnership enterprises, partners and their property as a result of their business activities;

(10) to handle partnership tax matters according to the applicable laws and the requirements of tax regulation;

(11) to sign, deliver and perform agreements or other binding documents on behalf of a partnership without any further action, approval or vote by any partner or any other party;

(12) take other actions necessary to achieve the purpose of partnership, to maintain or win the legitimate rights and interests of partnership enterprises, in accordance with applicable laws or in this agreement.

Based on the above, all partners hereby confirm that general partners can independently decide on the following matters of partnership without obtaining the consent of a limited partner:

(1) changing the registered address of a partnership;

(2) to change the delegated executive partners appointed by their partners;

(3) in accordance with the provisions of this agreement, the limited partners shall be allowed to enter into partnership, transfer partnership interests or withdraw from partnership enterprises.

(4) amend the roster of partners according to the changes of partners;

(5) disposing of assets and other property rights held by a partnership in its normal business operation;

(6) appointment and dismissal of advisory bodies for partnerships (depending on circumstances).

6. rights of limited partners

(1) exercising voting rights on related matters in accordance with relevant applicable laws and the provisions of this Agreement;

(2) get the periodic reports referred to in this Agreement;

(3) the right to participate in partnership income distribution in accordance with this Agreement;

(4) the right to transfer its rights and interests in the partnership in accordance with this Agreement;

(5) in accordance with this agreement, the right of removal and replacement of general partners shall be determined.

(6) other rights that are limited to a limited partner in accordance with this agreement.

7. investment scope and mode of operation

The purpose of the partnership is to realize the capital increase of the partnership by means of equity investment and equity investment that can be converted into equity. It is mainly invested in enterprises with advanced core technology capability, clear and stable profit pattern, advanced manufacturing, environmental protection, TMT, medicine and other industries in rapid growth and expansion period.

8. investment restrictions

The investment and operation of partnership enterprises will be subject to the following restrictions:

(1) the investment proportion of a single investment target of a partnership enterprise is not more than 25% of the total subscription amount; the investment proportion of a single investment target shall not exceed 10% of its total share capital.

(2) a partnership shall not engage in short-term arbitrage or speculation in the securities market, such as centralized bidding, trading of circulating shares, etc., but in order to avoid doubt, the partnership shall not be restricted in the following transactions:

(I) securities trading from the exit of its investment projects; (II) strategic investment;

(3) partnership enterprises shall not invest directly and own real estate.

(4) it shall not engage in insurance, futures and financial derivatives trading; it shall not provide sponsorship and donation to third people; it shall not undertake foreign investment with unlimited joint and several liability.

(5) partnership enterprises shall not engage in other investment activities prohibited by partnership law by regulatory authorities with applicable laws or jurisdiction.

9. allocation sequence and allocation principle

First, cost back. Assign to all partners in accordance with the proportion of paid capital contribution determined according to this agreement, until the total amount of income received by each partner at the time of allocation is equal to the total amount of paid capital that has been paid to the partnership but has not yet been returned.

Second, priority returns. The limited partners other than the investment platform shall be allocated according to the actual proportion of their contributions, until the total amount obtained is calculated according to the annual rate of return of 8% per annualized profit.

Return. The period of calculation of priority return is the date from the date of actual payment of each paid capital contribution to the date when the partner withdraws the portion of the paid capital contribution.

Thirdly, performance gains. The excess income that is distributed to the general partner (the excess of the 8% part of the principal part of the distribution income and the annual interest rate is the excess income). If the limited partnership achieves annual profit of more than 8%, the general partner can participate in the allocation of excess earnings. The performance income of the general partner is 20% of the excess earnings as of the current allocation; 80% of the excess return is allocated to the limited partner, and the limited partner distribus the proceeds according to the proportion of the paid capital contribution.

Except for temporary investment according to the agreement, the income from distribution can not be reinvested or reinvested.

10. exit mechanism

Exit mechanisms for investment projects include, but are not limited to:

(1) the invested enterprises can apply for listing in the domestic and foreign securities market when they meet the listing requirements, and are listed on the national share transfer system for small and medium enterprises. General partners may transfer shares of the invested enterprises owned by partnership enterprises through the securities market in accordance with the law.

(2) all the shares, shares, assets or businesses of the invested enterprises are transferred to other investors or listed companies in whole or in part;

(3) to sign an equity / share repurchase agreement with the invested enterprise or its major shareholder, and repurchase shares or shares held by the partnership enterprise under certain conditions in accordance with the law.

(4) be liquidated by the investment enterprise;

(5) other forms of withdrawal that meet the requirements of laws and regulations.

11. accounting and auditing

General partners shall maintain the accounting books that conform to the relevant legal provisions and reflect the transactions of partnership enterprises within the statutory period, and serve as the basis for submitting financial statements to limited partners. The accounting year of a partnership is the same as that of the calendar year. A partnership shall start with a full accounting year. After the completion of the accounting year, the independent auditor shall audit the financial statements of the partnership and produce an annual audit report. The appointment of the independent audit institution should be approved by all partners.

12. entry into force and termination of the agreement

This Agreement shall come into force on the date of the effective signing of all partners, and shall terminate after the liquidation of the partnership business expires.

Five. The purpose, risks and impact on the company of this external investment.

1. investment destination companies, which participate in jointly established funds, mainly invest in advanced manufacturing, high-end equipment, consumer healthcare, TMT, environmental protection and other fields, with leading technology, continuous profitability, excellent management team, financial health, corporate governance structure, rapid growth and expansion period. It helps the company to increase investment capability in the field of technology and innovation and enhance its profitability by means of the investment ability of professional investment institutions.

2. the investment risk and response measures fund has not yet completed the registration and registration of products in the China Securities Investment Fund Association. The investment partners' funds are not yet in place, and the progress and completion of the follow-up investment are uncertain. In the course of investment, the fund will be influenced by many factors such as macroeconomy, industry cycle, investment target company's management and transaction plan, etc., which may lead to a longer investment return period and lower liquidity. In view of the risks mentioned above, the company will urge the investment to actively fulfill the duties of the partners in the execution of the partnership, pay close attention to policy changes and market conditions, pay close attention to the management of fund raising, pay attention to the selection of the target projects, the implementation process of investment and the development of post investment management, and effectively reduce and avoid investment risks. The company will also pay close attention to the operation of the partnership and urge its partners to guard against investment risks in all aspects, safeguard the safety of investment funds and fulfill the obligation of information disclosure in a timely manner. 3. the impact of this investment on the company's own capital is not related to the use of raised funds. The amount of investment will not have a significant impact on the company's financial position and operating results.

Six, other matters

1. the controlling shareholders, actual controllers, shareholders, directors, supervisors and senior managers who hold more than 5% of the company are not involved in the subscription of the fund share and do not hold the position in the fund.

2., this cooperative investment item does not involve intra industry competition or related transaction, and will not affect the asset integrity and business independence of the company.

3. in the past twelve months, the company has not used idle funds to temporarily supplement the working capital, change the fund-raising funds into permanent supplementary liquidity, and permanently raise the excess fund to supplement the working capital or return the bank loans. At the same time, the company promised: this investment will be funded by the company's own funds, and within twelve months after the occurrence of this investment item, it will not use idle funds to temporarily replenish the working capital, change the fund-raising capital into permanent supplementary liquidity, and permanently raise the excess fund to supplement the working capital or return the bank.

Loans. 4. the company will strictly abide by the relevant provisions of the Shenzhen stock exchange SME Memorandum No. twelfth: the cooperation between listed companies and professional investment institutions, and carry out relevant information disclosure obligations in a timely manner. We invite investors to pay attention to investment risk.

Seven. Reference documents

1. resolution of the twenty-sixth session of the seventh session of the board of directors

2. announcement of partnership agreement between Ningbo Meishan bonded port and Investment Partners Limited.

Zhejiang Jiaxin silk Limited by Share Ltd board October 30, 2019