Stock Code: 200771 Stock ID: Hangqilun B Announcement No. 2018-35
Hangzhou Steam Turbine Co., Ltd.
Announcement on Overseas Investment Subscription Contract
Fund and Related Transactions
The members of the Board and the Company acknowledge being responsible for the truthfulness, accuracy, and completeness of the announcement. Not any false record, misleading statement or significant omission carried in this announcement.
I. Summary
1. To further improve the efficiency of the Company's funds use, increase the income from thecompany’s cash assets and maximize theshareholder’s interests, upon the premise of ensuring the safety of funds, the operations abiding by laws and regulations, and ensuring the normal operations are not affected and there is effective control of investment risk, the Company, using its self-owned funds, signed the Fund Contract of Juyuan Xinxing No.9 Private Fund with Hangzhou Juyuan Asset Management Co., Ltd (hereinafter referred to as “Juyuan Asset Management”), and the Company plans to use no more than RMB 20 million of self-owned funds to participate in the subscription of fund share of Juyuan Xinxing No.9 Private Fund.
2. The Related-party Transaction: The fund manager of the contractual-type fund Juyuan Xinxing No. 9 Private Fund is Hangzhou Juyuan Asset Management Co., Ltd, which is a related party of the Company. According to the “Stock Listing Rules of Shenzhen Stock Exchange” and the related regulations, this funds contribution is the external investment behavior of the Company and the related party, therefore it constitutes a related transaction.
3. On April 25, 2018, the company held the
21st
meeting of the Seventh Board of Directors by means of communication. this transaction constitutes a related party transaction. Zheng Bin, Yan Jianhua, Yang Yongming and YeZhong– the related directors, As the resolution, the proposal was passed with all 6 votes in favor, 0 objection and 0 waive. The meeting examined the Proposal of the company with the Announcement on Overseas Investment Subscription Contract Fund and Related Transactions. The independent directors of the company made the prior approval and expressed the independent opinions in connection to such related transaction.
4. The transaction neither constitutes a major asset restructuring nor constitutes a backdoor listing according to Measures for the Administration of Major Asset Restructuring of Listed Companies. without the approval of relevant departments.
II. Introduction of the counterparty
(1)
Basic information of the fund manager
The Name of the fund manager: Hangzhou Juyuan Asset Management Co., Ltd.
Date ofincorporation：July 4,2016
Legalrepresentative：Wang Chen
Registeredcapital：RMB 11.50 million
Registeredaddress：Room 101, No 1.Building, Xintiandi Business Center , Xiacheng District, Hangzhou, Zhejiang.
Main business: Services: Asset management (not allowed to engage in financial services such as financing deposits to the public, financing guarantees and wealth management on behalf of clients, unless by approval by the financial and other regulatory authorities), investment management (not allowed to engage in financial services such as financing deposits to the public, financing guarantees and wealth management on behalf of clients, unless by approval by the financial and other regulatory authorities)
The actualcontroller：Wang Jianchuang
Pursuant to the Provisional Measures for the Supervision and Administration of Private Investment Funds and the Registration and Filing of Private Investment Funds and the Private Investment Fund Managers (Trial), the Juyuan Asset Management has not yet completed the registration and filing procedures as of this disclosure date.
Description of the related relationship or other relationship of interest: there is a related relationship between Juyuan Asset Management and the Company; as of the date of disclosure of this announcement, there is no interest arrangement between Juyuan Asset Management and the Company, and it has no interest arrangement with theCompany’s controlling shareholder, the actual controller, directors, supervisors and senior management; and Juyuan Asset Management does not hold any shares of the listed company directly or indirectly. The equity structure chart is as follows:
杭州汽轮动力集团有限公司
杭州热联集团股份有限公司 杭州汽轮机股份有限公司
浙江巨擎投资有限公司
泽玺投资
炬元资管
(2) Basic information of other investors
As of now, the Fund has not yet completed the raise, and the investors for the fund has not yet been finalized.
III. Basic information of the investment fund
(1) Overview of the Investment Fund
Fund Name: Juyuan Xinxing No.9 Private Fund
Organization form: Contractual Fund
Mode of contribution: Cash
Duration: 36 months from the date of establishment of the fund.
Accounting methods: Implementing the relevant national accounting standards and rules.
Investment Direction:
1) Stocks (including online and/or offline directionally-added shares, and online and/or offline new share subscription), bonds, reverse bond repurchases and other financial products traded on the Shanghai Stock Exchange and the Shenzhen Stock Exchange;
2) Financial products listed and traded on the interbank market;
3) Bank wealth management products, bank deposits, cash
As of the disclosure date of this announcement, the investment fund did not directly or indirectly hold any shares of the company.
(2) The management mode of the investment fund
1. Management and decision-making mechanism
The general meeting of thefund’s share holders shall consist of the fund share holders, and the legally authorized representatives by the fund share holders shall have the right to attend the
meeting and vote on behalf of the fund share holders. The general meeting of thefund’s share holders shall not directly participate in or interfere with the investment management activities of the fund. Each fund share held by the fund share holder has equal voting rights.
The general meeting of the fund's share holders does not have a daily body.
2. The cooperative position and rights and obligations of each investor
(1) Rights of fund share holders
1) obtain fund asset income;
2) obtain the remaining fund assets after liquidation;
3) purchase, redemption and transfer of fund share in accordance with the provisions of the fund contract;
4) In accordance with the stipulations of the fund contract, to participate in or apply for the convening of the fund share holders' meeting and exercise of the relevant rights;
5) to supervise the fund manager to fulfill the investment management and the fund custodian's performance of the custodian obligation;
6) obtain the fund's information disclosure document according to the time and method agreed in the contract;
7) where the lawful rights and interests are damaged because the fund manager or the fund custodian violates the laws and regulations or the stipulations of the fund contract, then the rights and interests are entitled to be compensated;
8) other rights stipulated by the relevant national laws and regulations, regulatory authorities and this contract.
(2) Obligations of fund share holders
1) Read the fund contract carefully, and ensure that the source and use purpose of the investment fund are legal;
2) Accept the confirmation procedure of qualified investors, truthfully fill out the questionnaire of the risk identification ability and the risk undertaking ability, truthfully promise the information of the assets or income and be responsible for the authenticity, accuracy and completeness, and promise to be qualified.
Investors: in the form of partnerships, contracts, and other forms of non-legal person pooling most of theinvestor’s funds directly or indirectly investing in the Fund, the Fund Manager shall fully disclose the above information and the finalinvestor’s information, except those are the "special qualified investors" in accordance with the “Objects to the Fund raising” stipulated in the contract;
4) Ensure that their handlers have the right to sign the fund-related documents including this contract, and that they have fulfilled the necessary approval or authorization procedures for signing, and that fulfilling the above documents will not violate any laws and regulations that are binding on them, Articles of Association of the Company, and the stipulations in the contractual agreement;
5) According to the stipulation of the fund contract to pay the purchase of the fund share and the subscription money, bear the fund contract management fees, custodian fees and other related expenses;
6) Assume the investment loss of the fund as stipulated in the fund contract;
7) Provide the fund manager or the fund sales agency with the information and identification documents required by laws and regulations, and be cooperative with the fund manager or its sales agency for due diligence and the anti-money laundering work;
8) Keep the business secrets confidential, and do not divulge the fund's investment plans or intentions, etc.;
9) Do not interfere with the fund manager's investment behavior by violating the provisions of the Fund Contract;
10) Do not engage in any activities that impair the lawful rights and interests of the fund and other share holders of the fund, and/or the legitimate activities of other funds managed by the Fund manager and the fund custodian;
11) If any unjustified gain is obtained during the course of fund transaction such as purchase, redemption and distribution, it shall be returned;
12) Other obligations stipulated by the relevant national laws and regulations, regulatory agencies and this contract.
3. The profit distribution mechanism
(1) The Fund profit distribution principle
1) In the duration of the fund, the fund manager decides whether to perform the profit distribution and the times of the profit distribution;
2) the base date of profit distribution and the date of distribution for the profit of the fund shall be determined by the fund manager
3) Each share of the Fund enjoys equal distribution right;
4) The net value of the fund's share on the base date of profit distribution shall be not less than 1.000 after deducting the amount of distribution of profit per share;
the regulatory departments.
(2) The profit distribution method
The profit distribution method of the fund is “cash dividends or bonus converted into share”. The dividend amount obtained by each investor shall be rounded up to two decimal places, with the difference resulted by the rounded-up is included into the gain and loss of the fund assets.
(3) Determination, announcement and execution of the profit distribution plan
1) During the duration, the manager of carrying-out the profit distribution shall calculate the profit available for distribution, and formulate the fund profit distribution plan, which shall specify the content including the profit available for distribution, the object of distribution, the base date of profit distribution and the profit distribution date, the amount of distribution and the distribution method. The manager shall send the distribution plan to the custodian, and the custodian shall complete the review within 5 working days from the date of receipt. The manager shall promptly disclose the reviewed profit distribution plan to the share holders in the manner and time agreed upon in this contract.
2) The custodian reviews only the total amount of profit to be distributed, and does not assume the review obligation whether the amount and order of distribution among different investors conform to the contractual stipulations.
3) The fund manger sends the transfer directive to the fund custodian according to the stipulation in the profit distribution plan, and the fund custodian shall in a timely manner transfer the available funds to the fund-raising account or the settlement account opened by the private fund service institution according to the directive of the fund manager, and the specific distributed amount to the investors shall be remitted by the fund manager or the supervisory body of the fund-raising account/settlement account entrusted by the fund manager;
IV. The purpose, existing risks and impact of the external investment on the Company
(1) The purpose and impact of the external investment on the Company
It’s conducive to further improving the efficiency of theCompany’s funds use and increase theCompany’s cash assets income. This cooperative investment matter will not lead to the horizontal competition or the related transaction.
(2) Existing risks
Due to the products of this fund belongs to the financial marketthat’s largely impacted by macroeconomic, there is a risk that the investment will be affected by the market fluctuations and that the investment will not reach the expected return or even cause the loss of the principal.
(3) Countermeasures
The relevant departments of the company will analyze and track thefund’sproducts’
investment direction and progress in a timely manner. Onceit’s found that there are risk factors that may affect the safety of the funds invested in the Fund by the company, it will take timely measures to prevent the investment risks.
The company's independent directors and board of supervisors have the right to conduct regular or random inspections of the fund's products, and if necessary, a professional agency can be engaged to conduct the audits.
V. Ex ante approval and independent opinion by the independent directors on this transaction
The independent directors of the company conducted an ex-ante review on this external investment namely the related transaction matter and agreed to submit the matter to the board of directors for deliberation.
The independent directors considered that: the procedures and processes for deliberation of this investment matter namely the related party transaction of the company are in compliance with the relevant laws and regulations, the Articles of Association of the Company and the relevant regulations, and there is no circumstance jeopardizing the interests of the company and the small and medium shareholders, there is no violations of the principle of openness, fairness and impartiality, and it will not impact thecompany’s independence. The investment is in line with the company's development plan, which will be conducive to increasing the company's operating income. Thus, agreed with the "The External Investment for Subscribing the Contractual Fund namely the Related Transaction”.
VI.Other
The company will pay close attention to the operation of the investment fund and perform its information disclosure obligations in a timely manner. There are uncertainties in the income of this investment. Investors are advised to invest rationally and pay attention to investment risks.
VII. List of Documents available for inspection
1. Juyuan Xinxing No. 9 Private Fund Contract
This announcement is hereby made.
The Board of Directors of Hangzhou Steam Turbine Co., Ltd.
April 26,2018