Stock code: 601211 Stock abbreviation: Guotai Junan Announcement number: 2021-059
The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.
Guotai Junan Securities Co., Ltd. (hereinafter referred to as "the Company" or the "Company") sent the notice and documents of the third extraordinary meeting of the sixth board of directors by email on September 24, 2021, and the third extraordinary meeting of the sixth board of directors was held by written deliberation and communication vote on October 8, 2021. As of October 8, 2021, the Company had received written votes from 11 Directors (and 4 directors recused themselves from voting). The convocation, convocation and voting procedures of the meeting comply with the relevant provisions of the Company Law, the Articles of Association of the Company and the Rules of Procedure of the Board of Directors. The following motions were considered and adopted at the meeting:
I. Deliberated and passed the "Proposal on Submitting for Deliberation on the Transfer of Part of the Equity of Huaan Fund Management Co., Ltd. by the Company"
As the matters under consideration involved related party transactions, the Audit Committee of the Board of Directors of the Company conducted a pre-review of the proposal, and the independent directors issued a prior approval opinion and an independent opinion.
Voting result: 11 votes in favour, 0 against and 0 abstentions.
(1) Agree that the Company shall accept the 15% equity interest in Huaan Fund Management Co., Ltd. held by Shanghai Shanghai SDIC Asset Management Co., Ltd., and the transaction price shall be determined on the basis of the assessment results confirmed by the competent state-owned assets regulatory authority, and shall not exceed RMB1.812 billion.
(2) Authorize the management to handle the specific matters involved in the transaction.
For details, please refer to the Announcement of Guotai Junan Securities Co., Ltd. on the Transfer of Part of the Equity and Related Party Transactions of Huaan Fund Management Co., Ltd. disclosed on the same day as this announcement.
This is hereby announced.
Board of Directors of Guotai Junan Securities Co., Ltd
October 9, 2021
Stock code: 601211 Stock abbreviation: Guotai Junan Announcement number: 2021-060
Guotai Junan Securities Co., Ltd
Regarding the transfer of part of the equity of Huaan Fund Management Limited
and announcement of related party transactions
Important Content Tips:
●The Company intends to acquire a 15% equity interest in Huaan Fund Management Co., Ltd. held by Shanghai Shanghai SDIC Asset Management Co., Ltd., and the transaction price shall be determined on the basis of the assessment results confirmed by the competent state-owned assets regulatory authority, and shall not exceed RMB1.812 billion;
●Shanghai Shanghai SDIC Asset Management Co., Ltd. is a holding subsidiary of Shanghai International Group Co., Ltd., the actual controller of the company, and this transaction constitutes a related party transaction;
●The transaction did not constitute a major asset restructuring;
●The transaction is subject to the approval/approval of the relevant state-owned assets regulator and the China Securities Regulatory Commission;
●Transactions with the same related person in the past 12 months:
1. On October 28, 2020, the 18th meeting of the fifth board of directors of the Company approved the investment of shanghai Guotai Junan Innovation Equity Investment Fund of Funds (Limited Partnership), a subsidiary of the Company, not more than RMB1.6 billion to participate in the investment in the Shanghai Biomedical Industry Equity Investment Fund Partnership (Limited Partnership), of which the first phase of subscription was 1.4 billion yuan; the Company's related party Shanghai International Group Co., Ltd. also participated in the investment of the fund, of which the first phase of subscription was 500 million yuan.
2. On April 28, 2021, the 20th meeting of the fifth board of directors of the Company approved the investment of Guotai Junan Zhengyu Investment Co., Ltd., a wholly-owned subsidiary of the Company, to invest RMB 500 million to participate in the investment in the Shanghai Science and Technology Innovation Center Phase II Equity Investment Fund Partnership (Limited Partnership). The company's related parties, Shanghai International Group Co., Ltd. and Shanghai Science and Technology Innovation Center Equity Investment Fund Management Co., Ltd., also participated in the investment of the fund, intending to subscribe for 2 billion yuan and 0.4 billion yuan.
3. On July 6 and August 2, 2021, Guotai Junan Zhengyu Investment Co., Ltd., a wholly-owned subsidiary of the Company, subscribed to the LP shares of The Zhuji Shenghai Special Fund of Shanghai Guosheng Capital Management Co., Ltd. as the fund manager for 0.01 billion yuan and 0.9949 billion yuan, respectively, totaling 100.49 million yuan. Ms. Guan Wei, a director of the Company, is also the vice president, financial controller and director of Shanghai Guosheng Capital Management Co., Ltd.
4. On August 2, 2021, Guotai Junan Securities Investment Co., Ltd., a wholly-owned subsidiary of the Company, signed an agreement with Shanghai Guosheng Capital Management Co., Ltd. and other partners to jointly invest in the establishment of Zhuji Shengbang Equity Investment Partnership (Limited Partnership), with Shanghai Guosheng Capital Management Co., Ltd. as the general partner and fund manager. Its China Taijun An Zhengyu Investment Co., Ltd. plans to invest 0.5 billion yuan, accounting for 60.976%, and Shanghai Guosheng Capital Management Co., Ltd. intends to invest 0.005 billion yuan, accounting for 0.61%.
5. On August 24, 2021, the second meeting of the sixth board of directors of the Company approved the initial subscription of Sailing International Private Equity Investment Fund (Phase II) (Shanghai) Partnership ("Sailin Phase II Fund") of 1 billion yuan, and carried out project investment through its final investment in Sailing Capital Overseas Investment Fund II LP registered in Cayman; After the completion of the subsequent delivery of Capital Overseas Investment Fund II LP (limited to 12 months), Guotai Junan Securities Investment Co., Ltd. adjusted the initial subscribed capital contribution, and the final subscribed capital contribution was the lower of 20% of the overall subscription scale of Sailing Capital Overseas Investment Fund II LP and 1 billion yuan. Sailing Capital Management Co., Ltd. ("Sailin Capital"), a related party of the Company, is the fund manager of Sailin Phase II Fund, and the general partner is Sail Yangfan (Shanghai) Management Consulting Co., Ltd., a subsidiary of Sailing Capital.
● Transactions related to the type of transactions conducted by different related parties in the past 12 months: None
I. Overview of Related Party Transactions
Huaan Fund Management Co., Ltd. (hereinafter referred to as "Huaan Fund") is a public fund management company registered in Shanghai, and Guotai Junan Securities Co., Ltd. (hereinafter referred to as "the Company" or "the Company") currently holds 28% of the equity of Huaan Fund. The Company intends to transfer 15% of the equity interest in Huaan Fund held by Shanghai Shanghai SDIC Asset Management Co., Ltd. (hereinafter referred to as "Shanghai Investment Management") by way of a non-public agreement transfer (hereinafter referred to as the "Subject Equity"), and the transaction price will be determined on the basis of the assessment results confirmed by the competent state-owned assets regulatory authority, and will not exceed RMB1.812 billion. After the completion of the transaction, the company's shareholding in Huaan Fund will be increased from 28% to 43%, and the equity ratio of Huaan Fund held by Shangguo Investment Management will be reduced from 20% to 5%.
Since Shanghai Investment Management is a holding subsidiary of Shanghai International Group Co., Ltd. (hereinafter referred to as "International Group"), the Company's transfer of 15% of the equity of Huaan Fund held by Shanghai Investment Management Co., Ltd. (hereinafter referred to as "International Group"), in accordance with the relevant provisions of the Rules Governing the Listing of Shares on the Shanghai Stock Exchange, constitutes a related party transaction.
The transaction did not constitute a material asset restructuring.
The transaction has been deliberated and approved by the third extraordinary meeting of the sixth board of directors of the company, and the independent directors have issued prior approval opinions and independent opinions; the transaction does not need to be submitted to the shareholders' general meeting for consideration.
The transaction is subject to the approval/approval of the relevant state-owned assets regulator and the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
As of the date of this connected transaction, the amount of transactions between the Company and the same related parties and the types of transactions with different related parties in the past 12 months has not exceeded 5% of the Company's latest audited net assets.
II. Introduction of Related Parties
(1) Introduction of related party relationships
Shangguo Investment Management is a holding subsidiary of the company's actual controller, International Group, which as of now holds 80% of the equity of Shanghai Investment Management. According to the relevant provisions of the Rules Governing the Listing of Shares on the Shanghai Stock Exchange, Shangguo Investment Management is an affiliated legal person of the Company, and the company's transfer of 15% of the equity of Huaan Fund held by Shanghai Investment Management constitutes a related party transaction.
(2) Basic information of the related person
Founded in 2015, Shangguo Investment Management is a newly established limited liability company separated from Shanghai International Trust Co., Ltd., and the basic situation of the company is as follows:
1. Company name: Shanghai Shanghai SDIC Asset Management Co., Ltd
2. Legal representative: Chen Zhigang
3. Registered capital: 100,000,000 yuan
4. Nature of the enterprise: limited liability company (state-owned holding)
5. Date of establishment: March 11, 2015
6. Unified credit code: 9131000033232831XD
7. Registered address: Room 201, No. 111 Jiujiang Road, Huangpu District, Shanghai
8. Main office location: 23rd Floor, Shanghai International Group Building, No. 511 Weihai Road, Jing'an District, Shanghai
9. Main business: asset management, industrial investment, enterprise management consulting, financial consulting. 【Projects that require approval according to law can only carry out business activities after approval by relevant departments】
10. Shareholders
Up to now, International Group holds 80% of the equity of Shanghai Investment Management, and Shanghai Jiushi (Group) Co., Ltd. holds 20% of the equity of Shanghai Investment Management.
In the past three years, there have been no major changes in the main business of Shanghai Investment Management. As of December 31, 2020, Shangguo Investment Management had total assets of 22.565 billion yuan and net assets of 16.900 billion yuan, and in 2020, Shanghai Investment Management achieved operating income of 0 yuan and net profit of 1.075 billion yuan.
The relationship between Shangguo Investment Management and the company in terms of property rights, business, assets, creditor's rights and liabilities, personnel, etc. complies with the relevant requirements of laws and regulations.
3. The situation of the subject matter of the related party transaction
Shangguo Investment Management inherited the 20% equity interest in Huaan Fund divested from Shanghai International Trust Co., Ltd. at the time of its split, and completed the registration of industrial and commercial changes in July 2019. The subject of the related party transaction is the 15% equity interest in Huaan Fund held by Shanghai Investment Management. The basic situation of Huaan Fund is as follows:
1. Company Name: Huaan Fund Management Co., Ltd
2. Legal representative: Zhu Xuehua
3. Registered capital: 150 million yuan
5. Date of establishment: June 4, 1998
6. Unified credit code: 91310000630888761K
7. Registered address: 31-32nd floor, Phase II, No. 8 Century Avenue, China (Shanghai) Pilot Free Trade Zone
8. Main office location: 31st and 32nd floor of The Second Phase of IFC, No. 8 Century Avenue, Pudong New Area, Shanghai
9. Main business: fund establishment, fund business management and other business approved by the China Securities Regulatory Commission. 【Projects that require approval according to law can only carry out business activities after approval by relevant departments】
Prior to the transaction, the Company held 28% of the equity of Huaan Fund, Shangguo Investment Management held 20% of the equity of Huaan Fund, Shanghai Industrial Investment (Group) Co., Ltd. held 20% of the equity of Huaan Fund, Guotai Junan Investment Management Co., Ltd. held 20% of the equity of Huaan Fund, and Shanghai Jin Jiang International Investment Management Co., Ltd. held 12% of the equity of Huaan Fund. In addition to the company and Shangguo Investment Management, the other shareholders are as follows:
1) Shanghai Industrial Investment (Group) Co., Ltd
Shanghai Industrial Investment (Group) Co., Ltd. was established on November 27, 1998, with a registered capital of 4,603.161 million yuan, the registered address is Room 302-12, No. 337 Shahe Village, Jiangqiao Town, Jiading District, Shanghai, and its main business is various engineering construction activities.
2) Guotai Junan Investment Management Co., Ltd
Guotai Junan Investment Management Co., Ltd. was established on December 31, 2001, with a registered capital of 1,375.83 million yuan, the registered address is Room 601-602, Main Building, No. 172 Yuyuan Road, Jing'an District, Shanghai, and its main business is asset management, corporate investment and corporate consulting.
3) Shanghai Jin Jiang International Investment Management Co., Ltd
Shanghai Jin Jiang International Investment Management Co., Ltd. was established on February 26, 1990, with a registered capital of 200,000 yuan, the registered address is 20th Floor, No. 100 East Yan'an Road, Shanghai, the main business is investment management, equity investment management, industrial investment, investment consulting, corporate marketing planning, property management, real estate consulting, asset management.
In connection with the Transaction, after Huaan Fund has fulfilled its statutory decision-making procedures, the above-mentioned shareholders will issue written documents on the waiver of the right of first refusal.
After the transaction, the Company will hold 43% of the equity of Huaan Fund, Shangguo Investment Management will hold 5% of the equity of Huaan Fund, Shanghai Industrial Investment (Group) Co., Ltd. will hold 20% of the equity of Huaan Fund, Guotai Junan Investment Management Co., Ltd. will hold 20% of the equity of Huaan Fund, and Shanghai Jin Jiang International Investment Management Co., Ltd. will hold 12% of the equity of Huaan Fund.
11. Main financial indicators
Shanghui Accounting Firm (Special General Partnership) issued a special audit report with unqualified opinions for the transaction. Shanghui Accounting Firm (Special General Partnership) is an accounting firm that has been approved by the Ministry of Finance and the China Securities Regulatory Commission to carry out securities and futures-related business.
According to the special audit report, as of December 31, 2020, Huaan Fund had total assets of 4.966 billion yuan and net assets of 3.445 billion yuan; in 2020, Huaan Fund achieved operating income of 2.670 billion yuan, net profit of 711 million yuan, and net profit after deducting non-recurring gains and losses of 692 million yuan. As of April 30, 2021, Huaan Fund had total assets of RMB5.563 billion and net assets of RMB3.76 billion, and from January to April 2021, Huaan Fund achieved operating income of RMB1.134 billion, net profit of RMB316 million and net profit of RMB283 million after deducting non-recurring gains and losses.
12. As of the disclosure date of this announcement, there is no pledge or any other restriction on the transfer of the subject equity, no litigation, arbitration matters or judicial measures such as freezing, and no other circumstances that hinder the transfer of ownership.
4. Pricing policy and pricing basis for related party transactions
Shanghai Dongzhou Asset Appraisal Co., Ltd. (hereinafter referred to as "Dongzhou Appraisal") issued the Asset Appraisal Report on the Value of All Equity Interests of Huaan Fund Management Co., Ltd. Involved in the Transfer of 15% equity of Huaan Fund Management Co., Ltd. held by Shanghai Shanghai SDIC Asset Management Co., Ltd. to Guotai Junan Securities Co., Ltd. (Dongzhou Appraisal [2021] No. 1469) for the Transaction, taking April 30, 2021 as the base date. Dongzhou Appraisal has securities and futures related business qualifications.
Dongzhou Appraisal uses the income method and the market method to evaluate the value of all the equity of the shareholders of Huaan Fund, respectively, and considers the nature of the main business of Huaan Fund, and finally adopts the market method for evaluation, and takes the market method assessment result as the preliminary assessment conclusion.
By combing the history of equity transfer of domestic comparable public fund management companies, Dongzhou Appraisal selected the equity transfer cases of fund management companies such as Wanjia Fund, Taixin Fund and Morgan Stanley Huaxin Fund as comparable cases in recent years, and adopted the industry-wide P/AUM (valuation/effective scale) as a comparable quantitative indicator. According to the changes in macroeconomic conditions, trading conditions and industry conditions, and taking into account the profitability and competitiveness of Huaan Fund, Dongzhou Appraisal formulated the P/AUM value of this assessment on the basis of the comparative transaction cases as 5.95%, calculated according to the effective scale of Huaan Fund of 203.1 billion yuan on the basis of the assessment base date. The appraisal value of all the equity of the shareholders of Huaan Fund is 12.080 billion yuan, the appraisal value is 8.3982047 billion yuan, the appreciation rate is 228.10%, and the preliminary appraisal valuation of the equity of the subject of this transaction is 1.812 billion yuan.
The final transaction price of the transaction will be determined by the two parties to the transaction on the basis of the assessment results confirmed by the competent state-owned assets regulatory authority, taking into account factors such as the audit results and the assessment results, but the maximum will not exceed RMB1.812 billion.
5. Main contents and performance arrangements for related party transactions
The Company and Shangguo Investment Management intend to sign a contract for the transfer of 15% equity of Huaan Fund, the main contents of the contract are as follows, and shall be implemented under the condition of legal compliance and the approval or consent of the relevant competent authorities:
1. Transferor: Shanghai Shanghai SDIC Asset Management Co., Ltd
2. Transferee: Guotai Junan Securities Co., Ltd
3. Transaction target: 15% equity of Huaan Fund Management Co., Ltd
4. Transaction method: Adopt the non-public agreement transfer method in shanghai united property rights exchange
5. Transaction price: The transfer price is determined on the basis of the assessment results confirmed by the competent state-owned assets regulatory authority, and does not exceed RMB 1.812 billion.
6. Payment method
OTC cash settlement. The transaction price is settled by both parties to the transaction on their own.
7. Payment period
One-time payment. The transferee shall, within 5 working days from the effective date of the contract, pay the transaction price in one lump sum to the bank account designated by the transferor.
8. Property rights transfer matters
The two parties to the transaction shall cooperate together and, within 30 days from the date of obtaining the approval and approval of the China Securities Regulatory Commission, cooperate with huaan fund to complete the change of warrants for 15% equity of Huaan fund (hereinafter referred to as "property rights transaction subjects") and the registration procedures for the change of industry and commerce involved.
If the transaction involves filing or approval with the relevant departments, the two parties to the transaction shall jointly perform the obligation of reporting to the relevant departments.
9. Transitional arrangements
During the period from the transaction base date to the delivery date, the profits or losses related to the subject matter of the property rights transaction shall be enjoyed and borne by the transferee, and the transferor shall have the obligation to manage the property rights transaction subject, shareholders' equity and huaan fund assets under this contract.
During the period from the transaction base date to the delivery date, the profits (including the profits that have been resolved to distribute the profits but have not yet actually been released) shall be enjoyed by the transferor in proportion to the equity of the Huaan Fund held before the transaction.
The parties to the transaction jointly agreed that after the completion of the industrial and commercial changes involved in the transaction, the right of the transferor to nominate the directors of Huaan Fund before the industrial and commercial changes of the shareholders involved in the transaction will not be affected by the transaction.
10. Liability for Breach of Contract
If the transferee pays the price late, it shall pay liquidated damages to the transferor at 0.1‰ of the overdue part of the price on each overdue day, and if the overdue amount exceeds 30 days, the transferor has the right to rescind the contract and require the transferee to compensate for the losses.
If the transferor does not cooperate with the transferee to complete the shareholder industrial and commercial change or other relevant approval, registration or filing involved in the transaction within the time limit, it shall pay liquidated damages to the transferee at 0.1‰ of the transaction price on each overdue day, and if the overdue period exceeds 30 days, the transferee shall have the right to terminate the contract and require the transferor to compensate for losses.
If either party violates the obligations and commitments stipulated in the contract and causes losses to the other party, it shall bear the liability for compensation, and if the breaching party's behavior causes a significant adverse impact on the subject of the property rights transaction or the Huaan Fund, making it impossible to achieve the purpose of the contract, the breaching party has the right to rescind the contract and require the breaching party to compensate for the losses.
11. Conditions and effective time of the contract
This contract shall enter into force on the date when the parties to the transaction sign and seal and from the date on which the transaction obtains the approval of the relevant state-owned assets regulatory authorities and the China Securities Regulatory Commission.
6. The purpose of related party transactions and the impact on listed companies
(1) The purpose of related party transactions
By increasing the company's shareholding ratio in Huaan Fund, it is conducive to making up for the shortcomings of the company's public fund business layout and enhancing the company's core competitiveness; it is conducive to strengthening the synergy effect between the company and Huaan Fund, boosting the operating performance and comprehensive strength of Huaan Fund to a new level; it is conducive to implementing the reform spirit of Shanghai state-owned enterprises and improving the company's comprehensive ability to serve the construction of Shanghai international financial center and the construction of global asset management center.
(2) The impact of related party transactions on listed companies
The pricing of the related party transaction follows the principles of fairness, impartiality and openness, and the parties to the transaction refer to the market price level and negotiate to determine the final transfer price based on the assessment results confirmed by the competent state-owned assets regulatory authority, and clearly stipulate the maximum value of the transfer price, and the pricing is fair and reasonable. The above-mentioned related party transactions will not have a material adverse impact on the company's financial position and operating results, and there will be no harm to the interests of the company and other shareholders, especially minority shareholders.
In view of the related party transaction, in accordance with the relevant provisions of the Measures for the Administration of Risk Control Indicators of Securities Companies and the Provisions on the Calculation Standards of Risk Control Indicators of Securities Companies, and based on the data of the parent company as of August 31, 2021, the parent company contributed no more than 1.812 billion yuan to transfer 15% of the equity of Huaan Fund, and the risk control indicators still comply with the relevant provisions of the Measures for the Administration of Risk Control Indicators of Securities Companies.
7. The deliberation procedures that should be performed in this transaction
On October 8, 2021, the Company held the third extraordinary meeting of the sixth board of directors to deliberate and vote on the relevant proposals of the related party transaction, and four affiliated directors, including Liu Xinyi, Guan Wei, Zhong Maojun and Chen Hua, recused themselves from voting in accordance with the regulations, and the remaining 11 non-affiliated directors, including 5 independent directors, unanimously agreed to the proposal.
The Audit Committee of the Board of Directors of the Company reviewed the related party transaction and issued an audit opinion: the related party transaction is conducive to the company to make up for the shortcomings of the business layout of the public fund, strengthen business synergy, and enhance the core competitiveness of the company; the related party transaction complies with the requirements of the listing rules and relevant laws and regulations, embodies the principle of fairness, conforms to the interests of the company and all shareholders, and does not harm the interests of the company and minority shareholders; and agrees to submit the related party transaction matters to the board of directors for consideration.
Mr. Xia Dawei, Mr. Ding Wei, Mr. Li Renjie, Mr. Bai Wei and Mr. Li Gangwei, independent directors of the Company, approved the transaction in advance and issued a prior approval opinion: this investment is conducive to the company to make up for the shortcomings of the public fund business layout, strengthen business coordination, and enhance the core competitiveness of the company; the related party transaction complies with the requirements of the listing rules and relevant laws and regulations, reflects the principle of fairness, conforms to the interests of the company and all shareholders, and does not harm the interests of the company and minority shareholders Approved and unanimously agreed to submit the related party transaction to the Board of Directors for consideration.
At the same time, the independent directors issued an independent opinion on the related party transaction: the company's transfer of part of the equity of Huaan Fund Management Co., Ltd. is conducive to making up for the shortcomings of the public fund business layout, strengthening business synergy, and enhancing the company's core competitiveness. The transaction price of the related party transaction was determined by the two parties to the transaction through consultation on the basis of the assessment results confirmed by the competent state-owned assets regulatory authority, and the appraisal institution was independent, the pricing was fair and reasonable, and there was no harm to the interests of the company and minority shareholders. The decision-making procedure of the related party transaction complies with the relevant provisions of the Company Law, the Securities Law, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and the relevant provisions of the Articles of Association of the Company.
In accordance with the provisions of the Articles of Association of the Company, the Rules Governing the Listing of Shares on the Shanghai Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the transaction does not require the approval of the general meeting of shareholders after the indicator test.
The transaction is subject to the approval/approval of the relevant state-owned assets regulators and the China Securities Regulatory Commission.
8. Transactions with the same related party in the past 12 months
On October 28, 2020, the 18th meeting of the fifth board of directors of the Company approved the shanghai Guotai Junan Innovation Equity Investment Fund of Funds (Limited Partnership), a subsidiary of the Company, to invest no more than RMB1.6 billion to participate in the investment of Shanghai Biomedical Industry Equity Investment Fund Partnership (Limited Partnership), of which the first phase of subscription was RMB1.4 billion; International Group also participated in the investment of the fund, of which the first phase of subscription was RMB500 million. For details, please refer to the Announcement of Guotai Junan Securities Co., Ltd. on Joint Investment and Related Party Transactions with Related Parties (Announcement No. 2020-094) disclosed by the Company on the website of the Shanghai Stock Exchange on October 29, 2020.
On April 28, 2021, the 20th meeting of the fifth board of directors of the Company approved guotai Junan Zhengyu Investment Co., Ltd. (hereinafter referred to as "Zhengyu Investment"), a wholly-owned subsidiary of the Company, to invest RMB 500 million to participate in the investment of Shanghai Science and Technology Innovation Center Phase II Equity Investment Fund Partnership (Limited Partnership). The company's related parties, International Group and Shanghai Science and Technology Innovation Center Equity Investment Fund Management Co., Ltd., also participated in the investment in the fund, intending to subscribe for 2 billion yuan and 0.4 billion yuan. For details, please refer to the Announcement of Guotai Junan Securities Co., Ltd. on Joint Investment and Related Party Transactions with Related Parties (Announcement No. 2021-021) disclosed by the Company on the website of the Shanghai Stock Exchange on April 29, 2021.
On July 6 and August 2, 2021, Zhenyu Investment, a wholly-owned subsidiary of the Company, subscribed to the LP shares of The Zhuji Shenghai Special Fund of Shanghai Guosheng Capital Management Co., Ltd. as the fund manager for 0.01 billion yuan and 0.9949 billion yuan, respectively, totaling 100.49 million yuan. Ms. Guan Wei, a director of the Company, is also the vice president of the international group, the financial controller and the director of Shanghai Guosheng Capital Management Co., Ltd.
On August 2, 2021, Zhenyu Investment, a wholly-owned subsidiary of the Company, signed an agreement with Shanghai Guosheng Capital Management Co., Ltd. and other partners to jointly invest in the establishment of Zhuji Shengbang Equity Investment Partnership (Limited Partnership), with Shanghai Guosheng Capital Management Co., Ltd. as the general partner and fund manager. Among them, Zhenyu Investment plans to invest 0.5 billion yuan, accounting for 60.976%, and Shanghai Guosheng Capital Management Co., Ltd. intends to invest 0.005 billion yuan, accounting for 0.61%.
On August 24, 2021, the second meeting of the sixth board of directors of the Company approved the initial subscription of Sailing International Private Equity Investment Fund (Phase II) (Shanghai) Partnership (hereinafter referred to as "Sailing Phase II Fund") of 1 billion yuan, and carried out project investment through its final investment in Sailing Capital Overseas Investment Fund II LP, which is registered in Cayman; to be sold byAiling Capital After the completion of the subsequent delivery of Overseas Investment Fund II LP (limited to 12 months), Zhenyu Investment adjusts the initial subscribed capital contribution, and the final subscribed capital contribution is 20% of the overall subscription scale of Sailing Capital Overseas Investment Fund II LP and the lower value of 1 billion yuan; the fund manager of The Second Phase of the Fund is Sailing Capital. The general partner is Sail Yangfan (Shanghai) Management Consulting Co., Ltd., a subsidiary of Sailin Capital. For details, please refer to the Announcement of Guotai Junan Securities Co., Ltd. on Joint Investment and Related Party Transactions with Related Parties (Announcement No. 2021-048) disclosed by the Company on the website of the Shanghai Stock Exchange on August 25, 2021.
In addition, the Company has not conducted any other transactions of the same type with the same or different related parties in the past 12 months.
IX. Attachments to online announcements
1. Prior approval opinions of independent directors;
2. Independent opinions of independent directors;
3. Written audit opinions of the Audit Committee of the Board of Directors on related party transactions.
Stock code: 601211 Stock abbreviation: Guotai Junan Announcement number: 2021-061
Bond transfer code: 113013 Bond transfer abbreviation: Monarch transfer bond
Announcement on the result of the conversion of A-share convertible bonds and the change of shares
● From January 8, 2018 to September 30, 2021, a total of RMB9,819,000 of the Company's A-share convertible bonds were converted into A-share shares of the Company, representing 515,723 shares, representing 0.005918% of the total issued shares of the Company before the conversion of convertible debt into equity.
● As of September 30, 2021, the amount of A-share convertible bonds that the Company has not yet exchanged shares in is RMB6,990,181,000, accounting for 99.8597% of the total number of convertible bonds issued.
I. Overview of the issuance and listing of convertible bonds
With the approval of Circular [2017] No. 291 of the Securities Regulatory Commission of china, Guotai Junan Securities Co., Ltd. (hereinafter referred to as the "Company") publicly issued 70 million A-share convertible corporate bonds (hereinafter referred to as the "Convertible Bonds") on July 7, 2017, each with a face value of RMB 100 and a total issuance amount of RMB7 billion. The issuance method adopts the preferential placement of the original A-share shareholders registered with the company after the close of the market on the equity registration date, and the balance part after the preferential placement (including the part of the original A-share shareholders abandoning the preferential placement) is carried out by combining the online offering to the public investors through the trading system of the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange") and the offline placement and issuance of institutional investors, and the part of the subscription less than RMB7 billion is underwritten by the underwriting group.
With the consent of the SSE Self-Regulatory Decision [2017] No. 203, the Company's 70 million convertible bonds were listed on the SSE on July 24, 2017, with the bond referred to as "Guojun Convertible Bond" and the bond code "113013".
According to the relevant regulations and the relevant provisions of the company's convertible bond prospectus, the guojun convertible bond can be converted into the company's A-share shares from January 8, 2018, and the current conversion price is RMB 18.45 per share.
Second, the situation of the monarch's conversion of bonds into shares
From 8 January 2018 to 30 September 2021, a total of RMB9,819,000 of the Company's A-share convertible bonds were converted into A-share shares of the Company, representing 515,723 shares, representing 0.005918% of the total number of issued shares of the Company before the conversion of convertible debt into equity. Among them, from July 1, 2021 to September 30, 2021, RMB16,000 of the company's A-share convertible bonds were converted into company A-share shares, and the number of shares converted was 841 shares.
As of September 30, 2021, the amount of convertible bonds that the Company has not yet converted into shares is RMB6,990,181,000, accounting for 99.8597% of the total number of convertible bonds issued.
3. Changes in shares
Unit: Shares
Note: The total share capital and A-shares of the Company before the change in the above table are as of September 28, 2021. The total share capital and A shares of the Company as disclosed in the Announcement of Guotai Junan Securities Co., Ltd. on the Result of the Reserved Grant of the A-Share Restricted Stock Incentive Plan (No. 2021-058) (No. 2021-058) issued by the Company on September 29, 2021 were 8,908,449,523 shares and 7,516,622,343 shares, respectively. This includes the 841 shares of the Company that were added to the Company's A-share convertible debt-to-equity swap between July 1, 2021 and September 28, 2021. From September 29, 2021 to September 30, 2021, the company's A-share convertible bonds have not been converted into shares, so the number of convertible bonds into shares in the above table is 0 shares.
4. Others
Contact Department: Office of the Board of Directors of Guotai Junan Securities Co., Ltd
Tel:021-38676798 Fax:021-38670798
Address: No. 768 Nanjing West Road, Shanghai Post code: 200041