Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
CHINA ISOTOPE & RADIATION CORPORATION
中 國 同 輻 股 份 有 限 公 司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1763)
ANNOUNCEMENT
CONNECTED TRANSACTIONS AND DISCLOSEABLE TRANSACTIONS
THE TONGCHUANG INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP) PARTNERSHIP AGREEMENT AND THE TONGFU INNOVATION INDUSTRIAL INVESTMENT FUND PARTNERSHIP (LIMITED PARTNERSHIP) PARTNERSHIP AGREEMENT
THE TONGCHUANG INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP) PARTNERSHIP AGREEMENT AND THE TONGFU INNOVATION INDUSTRIAL INVESTMENT FUND PARTNERSHIP (LIMITED PARTNERSHIP) PARTNERSHIP AGREEMENT
On 31 October 2019, the Board of the Company has approved the entering into of the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement among the Company, Hynergy Industrial Funds and Tongxin Investment (to be established) and the entering into of the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement among the Company, Tongchuang Investment, CNNC Capital and BSIF.
As at the date of this announcement, CNNC, which directly and indirectly holds approximately 73.83% of the total issued share capital of the Company through Atomic Energy Institute, Nuclear Power Institute, CNNC Fund, 404 Company and B.Y. Investment, is the controlling shareholder of the Company. CNNC holds a 100% equity interest in CNNC Capital and CNNC Capital holds a 35% equity interest in Hynergy Industrial Funds. Therefore, CNNC Capital and Hynergy Industrial Funds are connected persons of the Company as defined in Chapter 14A of the Listing Rules. Therefore, the entering into of the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement and the transactions contemplated thereunder constitute connected transactions of the Company under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios of the transactions under the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement exceed 5% but are less than 25%, the transactions thereunder are subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The entering into of the the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement and the transactions contemplated thereunder also constitute discloseable transactions of the Company.
1
EXTRAORDINARY GENERAL MEETING
The Company will convene an extraordinary general meeting for independent shareholders to consider and approve by way of ordinary resolution the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement and the transactions contemplated thereunder. The Independent Board Committee of the Company will advise the Independent Shareholders on the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement and the transactions contemplated thereunder and has appointed Somerley Capital Limited as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement and the transactions contemplated thereunder.
A circular, containing the details of the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement and the transactions contemplated thereunder, the letter from the Independent Board Committee and advice from Somerley Capital Limited, will be sent to the shareholders within 15 working days after the date of this announcement.
The Directors (excluding the independent non-executive directors (whose opinions will be formed after considering the recommendations of the independent financial adviser)) consider that the terms of the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement were determined after arm's length negotiations on normal commercial terms, and the transactions contemplated thereunder are fair and reasonable, and have been entered into in the ordinary and normal course of business of the Group, and are in the interests of the Company and the shareholders as a whole.
-
INTRODUCTION
On 31 October 2019, the Board of the Company has approved the entering into of the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement among the Company, Hynergy Industrial Funds and Tongxin Investment (to be established) and the entering into of the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement among the Company, Tongchuang Investment, CNNC Capital and BSIF.
2
- MAJOR TERMS OF THE TONGCHUANG INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP) PARTNERSHIP AGREEMENT
Parties: | Hynergy Industrial Funds (as the general partner) |
The Company (as the limited partner) | |
Tongxin Investment (as the limited partner) | |
Name of partnership: | Tongchuang Investment Partnership (Limited Partnership) |
Place of registration: | Beijing |
Amount of | The total amount of contribution paid by the partners was |
contribution: | RMB42.5 million, of which: Hynergy Industrial Funds contributed |
RMB25 million, accounting for 58.82%; the Company contributed | |
RMB7.5 million, accounting for 17.65%; Tongxin Investment | |
contributed RMB10 million, accounting for 23.53%. The | |
contribution to Tongchuang Investment was determined by the | |
Parties after arm's length negotiations with reference to the capital | |
requirements of Tongchuang Investment. The Company intends to | |
fund the contribution funds through the internal resources of the | |
Group. The Company will not consolidate its financial statements | |
with those of Tongchuang Investment Partnership (Limited | |
Partnership). | |
Method of | All partners shall make contribution to Tongchuang Investment |
contribution: | in RMB in cash in accordance with the notice of payment of |
contribution given by the executive partner to the limited partners. | |
The payment date specified in the notice of payment of first | |
contribution is the first settlement date. | |
Partners' responsibility | The general partner assumes unlimited liability for the debts of |
for the debts of | Tongchuang Investment, and the limited partners are responsible |
Tongchuang | for the debts of Tongchuang Investment to the extent of the |
Investment: | amount of contribution paid by them. |
Purpose of | As the general partner of the Tongfu Fund, it jointly makes |
Tongchuang | external investment by way of investing in the Tongfu Fund, and |
Investment: | operates and manages the Tongfu Fund. |
Term of operation | 10 years, starting from the date of the establishment of |
of Tongchuang | Tongchuang Investment. Upon the expiration of the term of |
Investment: | operation of Tongchuang Investment, the executive partner |
shall have the right to decide to extend the term of operation of | |
Tongchuang Investment no earlier than the clearing time of the | |
Tongfu Fund. | |
Implementation of | The general partner acts as executive partner to implement |
partnership affairs: | partnership affairs. |
3
Investment decision: | The executive partner shall have the right to determine the | |
investment made by Tongchuang Investment in the Tongfu Fund | ||
and make payment in accordance with the notice of payment of | ||
contribution of the Tongfu Fund. | ||
Distribution: | (I) Cash distribution | |
1. | During the term of operation of Tongchuang | |
Investment, after being determined by the executive | ||
partner, the cash distributable shall be distributed | ||
according to the proportion of the actual contribution | ||
paid by each partner; | ||
2. | Except as otherwise provided, Tongchuang Investment | |
shall distribute the proceeds within 30 days from the | ||
date of receipt of the cash income from the investment | ||
project. | ||
(II) Non-cash distribution | ||
1. | Before liquidation of Tongchuang Investment, the | |
executive partner shall make his best efforts to realize | ||
the investment of Tongchuang Investment in cash | ||
and avoid making non-cash distribution; but if the | ||
executive partner considers at his sole discretion that | ||
non-cash distribution is better in the interests of all | ||
partners, the executive partner may make non-cash | ||
distribution. In making a non-cash distribution, if | ||
the non-cash asset to be distributed is a marketable | ||
security traded on open market, then its value shall | ||
be determined by the average trading price of such | ||
marketable security within 20 securities trading days | ||
prior to the proposed distribution date; for other non- | ||
cash assets, the executive partner shall engage an | ||
independent third party to make a valuation assessment | ||
in order to determine the value and protect the interest | ||
of the partners; | ||
2. | When Tongchuang Investment makes a non-cash | |
distribution, the executive partner shall be responsible | ||
for assisting the partners to complete the registration |
procedure for transfer of the distributed asset, and to assist the partners to perform the information disclosure obligations in respect of accepting the transfer of such asset in accordance with the relevant laws and regulations; partners who accept non-cash distributions may also entrust their distributed non-cash assets to the executive partner for disposal according to their instructions, the specific details of the entrustment shall be agreed by separate agreements between the executive partner and the relevant limited partner.
4
Applicable law: | The laws of the PRC shall be applicable to the Tongchuang |
Investment Partnership (Limited Partnership) Partnership | |
Agreement. | |
Dispute resolution: | Any dispute shall be submitted to the Beijing Arbitration |
Commission by the Parties for arbitration in Beijing in accordance | |
with the arbitration rules of the Commission. |
The terms of the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement are determined by the Parties after arms' length negotiations.
- MAJOR TERMS OF THE TONGFU INNOVATION INDUSTRIAL INVESTMENT FUND PARTNERSHIP (LIMITED PARTNERSHIP) PARTNERSHIP AGREEMENT
Parties: | Tongchuang Investment (as the general partner) |
The Company (as the limited partner) | |
CNNC Capital (as the limited partner) | |
BSIF (as the limited partner) | |
Name of partnership: | Tongfu Innovation Industrial Investment Fund Partnership |
(Limited Partnership) | |
Place of registration: | Beijing |
Amount of contribution: | The total amount of contribution paid by the partners was |
RMB2,500 million, of which: Tongchuang Investment | |
contributed RMB50 million, accounting for 2%; the Company | |
contributed RMB1,200 million, accounting for 48%; CNNC | |
Capital contributed RMB800 million, accounting for 32%; | |
BSIF contributed RMB450 million, accounting for 18%. The | |
contributions to Tongfu Fund were determined by the Parties | |
after arm's length negotiations with reference to the capital | |
requirements of Tongfu Fund. The Company intends to fund the | |
contribution funds through the internal resources of the Group. | |
The Company will not consolidate its financial statements | |
with those of Tongfu Innovation Industrial Investment Fund | |
Partnership (Limited Partnership). | |
Method of contribution: | All partners shall make contributions to Tongfu Fund in RMB in |
cash. | |
1. Unless otherwise agreed between the executive partner and | |
the relevant limited partners, the executive partner shall | |
generally issue a notice of payment of contribution to the | |
limited partners 10 working days in advance, stating the | |
amount and payment term of contribution payable by such | |
limited partners. The payment date specified in the notice of | |
payment of first contribution is the first settlement date. |
5
Liabilities of the
partners for the debts
of Tongfu Fund:
Scope of investment:
Investment region:
Pre-emptive right of the Company:
Term of operation of Tongfu Fund:
2. Unless otherwise agreed by the executive partner, all capital contribution partners shall complete the first payment of capital amount according to the requirements in the notice of payment of contribution issued by the executive partner, the percentage of payment shall be 40% of their respective committed capital contribution. The remaining amount of capital shall be paid by two subsequent payments, the percentage of each payment shall be 30% and 30%, respectively, of their committed capital contribution amounts. The specific timing of payment shall be determined by the executive partner according to the project investment progress, each of the partners shall make payment of capital contribution to the Tongfu Fund in accordance with the committed capital contribution amount and payment percentage on the cut-off date (i.e. the date of payment) as required in the notice of payment of capital contribution issued by the executive partner.
The general partner assumes unlimited liability for the debts of Tongfu Fund, and the limited partners are responsible for the debts of Tongfu Fund to the extent of the amount of contribution paid by them.
The Tongfu Fund invests in the application areas of nuclear technology, including the production of nuclides, radioactive source, nuclear medicine, medical devices, vitro diagnosis, medical services and industrial nuclear applications, and other areas considered and agreed by resolution of the investment decision committee that could generate synergy with the applications of nuclear technology.
Tongfu Fund mainly conducts investment business inside the PRC and enhances the guidance that investment projects should be based in Beijing to realize the implementation of high-end scientific research results in Beijing. The total amount, invested by Tongfu Fund to enterprises registered in Beijing and enterprises not registered in Beijing but conforming to the functional position of the capital city, shall not be less than 70% of the target size of proceeds raised (i.e. RMB2,500 million) by Tongfu Fund.
When Tongfu Fund exits from an invested project, the Company shall have the pre-emptive right to acquire the equity interest of such project held by Tongfu Fund under the same conditions.
eight (8) years, starting from the date of establishment of Tongfu Fund.
6
Valid duration, | The "valid duration" of Tongfu Fund is eight (8) years from the |
investment period, | first settlement day of Tongfu Fund; |
exit period and | During the valid duration of Tongfu Fund, the "investment |
extension period | |
period" is five (5) years from the first settlement day of | |
Tongfu Fund or until the day when the total amount of capital | |
contribution by the partners have been fully utilized in project | |
investment and for payment of partnership fees; for the avoidance | |
of doubt, the expiry date of the investment period shall be the date | |
of occurrence of any of the following circumstances, whichever | |
the earlier: | |
(1) expiry of the aforesaid term of investment period; | |
(2) date of completion of first settlement for subsequent funds; | |
(3) the total capital amount of Tongfu Fund, after making | |
reasonable provisions for investment, payment of partnership | |
fees, repayment of partnership debts, follow-up investments | |
and capital contributions which have been signed and | |
legally binding, has been actually paid and utilized, that is, | |
Tongfu Fund has basically completed the investment tasks, | |
or all paid-in capital of Tongfu Fund has been fully used for | |
the aforesaid purposes, that is, Tongfu Fund has no more | |
available funds to continue making investments; | |
(4) Key person event has led to termination of investment | |
period. | |
The "exit period" of Tongfu Fund commences from the day after | |
the expiry of the investment period and ends on the expiry date of | |
the valid duration of Tongfu Fund; | |
Upon expiry of the valid duration of Tongfu Fund, if is necessary | |
to extend the valid duration due to the application for listing or | |
the exit from lock-up period by projects invested by Tongfu Fund | |
or other reasons, consent from partners with more than 50% of | |
the paid-in capital of Tongfu Fund, including BSIF, is required. | |
Implementation of | The general partner acts as executive partner to implement |
partnership affairs: | partnership affairs, and Hynergy Industrial Funds acts as manager |
to provide daily operation and investment management services to | |
Tongfu Fund. | |
Management fees: | As consideration for the management and other services provided |
to Tongfu Fund in the capacity of fund manager, all parties have | |
agreed that the management fees shall be paid by Tongfu Fund at | |
the fee rate of 1.8% per annum based on the total paid-in capital | |
contribution amount of limited partners. |
7
Distribution: | (I) Cash distribution |
1. Distribution of cash income received by the project shall be carried out according to the following order:
- Firstly, refund of capital contribution to limited partners.
- Secondly, refund of capital contribution to general partners.
- Thirdly, if remaining balance exists, the amount will be distributed as hurdle return to limited partners (the internal rate of return reaches 8% per annum).
- After that, compensation to general partners.
- Finally, the excess profit will be shared on pro- rata basis. If remaining balance exists, eighty per cent (80%) will be distributed to all partners in accordance with the relative ratio of the principal of investment by all partners; and twenty per cent (20%) will be distributed to general partners.
4. Timing for distribution of cash income:
- Unless otherwise agreed in this agreement, Tongfu Fund shall distribute income within 30 days from the date of receipt of cash income from the investment project.
- During the valid duration of Tongfu Fund, other after-tax distributable income other than investment income shall be distributed before the end of the first quarter and the third quarter of each year in accordance with the ratio of paid-in capital contribution of all partners.
8
- On dissolution or liquidation of the Tongfu Fund, after overall accounting is completed, any partner who has received any excess amount above the income distribution amount that should be received according to the provisions of this agreement (such as calculation error, including the distribution amounts received by such partner due to capital reduction or exit from partnership) must return such excess amount to Tongfu Fund, or such excess amount shall be deducted from his receivable amount of liquidation distribution, whether he is still a partner of the Tongfu Fund by then. Particularly, when the total income received by general partners has exceeded income amount receivable when calculated according to the investment in the entire Tongfu Fund project pursuant to the distribution method stipulated under this agreement, the general partners shall return the excess amount to the Tongfu Fund, and such excess amount shall be distributed by the partnership accordingly pursuant to all the projects participated by each of its partners
- Non-cashdistribution
- Before liquidation of the Tongfu Fund, the fund manager shall make his best efforts to realize the investment in Tongfu Fund and avoid to make non- cash distribution; before the expiry of the operation period of Tongfu Fund, the distribution of Tongfu Fund is usually made in cash, but when in compliance with the applicable laws and agreed terms, after consideration by the meeting of partners and consent given by partners accounting for more than 75% of the paid-in capital contribution by partners, marketable securities traded in open market or other forms of non- cash assets may be distributed to the general partners in lieu of cash distribution. After dissolution of the Tongfu Fund, securities with restricted liquidity or other fund assets may be distributed.
9
Subject to the above terms of agreement, before | ||
completion of the liquidation of Tongfu Fund, the | ||
general partners shall make their best efforts to realize | ||
the investment in Tongfu Fund in cash and avoid | ||
to make non-cash distribution as far as practicable; | ||
however if cash distribution is not possible due to the | ||
prevailing laws and regulations, and after consideration | ||
by the meeting of partners and consent has been given | ||
by partners accounting for more than 75% of the paid- | ||
in capital contribution by partners, the general partners | ||
may receive distribution in non-cash form. If the non- | ||
cash assets for distribution are marketable securities | ||
traded in open market, the value shall be determined by | ||
the average trading price of such marketable securities | ||
within twenty (20) trading days of such securities prior | ||
to the determination date of distribution; the value of | ||
other non-cash assets shall be reasonably determined | ||
by the general partners in accordance with the fair | ||
market value confirmed by a reputable third party | ||
valuation assessment institution which is confirmed | ||
by the general partners and agreed by the consultation | ||
committee. | ||
2. | When non-cash distribution is made by the Tongfu | |
Fund, the fund manager shall be responsible for | ||
assisting all partners to complete the registration | ||
procedure for the transfer of distributed assets, and | ||
to assist the partners to perform the information | ||
disclosure obligations in respect of accepting the | ||
transfer of such assets in accordance with the relevant | ||
laws and regulations; partners who accept non-cash | ||
distributions may also entrust their distributed non- | ||
cash assets to the fund manager for disposal according | ||
to their instructions, the specific details of the | ||
entrustment shall be agreed by separate agreements | ||
between the fund manager and relevant limited | ||
partners. | ||
Investment decision | Tongfu Fund has put in place a four-member investment decision | |
committee: | committee | of which the members are appointed and dismissed |
by the executive partner. The Company may nominate one (1) member, the executive partner may nominate two (2) members and the Company may nominate an industry expert. The chairman of the investment decision committee shall be either one of members nominated by the executive partner. The chairman of the investment decision committee is responsible for convening and presiding over meetings of the investment decision committee.
The investment decision committee makes decisions on projects investment and exit of investment for the Tongfu Fund;
10
Each member has one vote. For matters requiring decision of | |
the investment decision committee, it must be approved by three | |
(3) members. The decisions made by the investment decision | |
committee will be considered and executed by the executive | |
partner and the fund manager. The investment decision committee | |
does not act as an agent for or represent the Tongfu Fund. | |
Investment project | Each of BSIF and CNNC Capital are entitled to appoint one |
observers: | investment project observer to the investment decision committee |
to attend the investment decision committee meeting held to | |
consider any investment project but the observers do not have | |
voting rights. | |
Consultation | After the establishment of the Tongfu Fund, the executive partner |
committee: | shall, within a reasonable time, form a consultation committee |
composed of a certain number of representatives of limited | |
partners to review and approve related matters. The consultation | |
committee consists of one (1) member who is determined by | |
the executive partner. The executive partner shall appoint a | |
representative as a non-voting consultation committee member | |
and convener.The number of members of the consultation | |
committee can be increased upon the admission of subsequent | |
partner to the Tongfu Fund. | |
Unless otherwise agreed, resolution of the consultation committee | |
meeting shall be passed by at least N-1 (including N-1, N is the | |
number of consultation committees) members who have voting | |
rights, but if the number of consultation committee member shall | |
be one (1), the resolution shall be passed by that only member. | |
The consultation committee has the right to review transactions | |
between the general partner, the manager, the Key person or | |
the core management team, and the connected persons of the | |
aforementioned persons, or the entities of which the actual | |
controller, shareholder, administrator, director or consultant are | |
the aforesaid persons and the fund (i.e. connected transactions). | |
Key person | The Key persons of the executive partner management team are |
provisions: | Liu Pengbin, Gong Lingling, Xu Zhisui, Sheng Yangfan and Che |
Te. During the valid duration of the partnership, the management | |
team's Key persons shall not change without the consent of the | |
partners in meeting. Adjustment to the Key persons can be made | |
by modifying the partnership agreement upon the admission of | |
subsequent partners to the Tongfu Fund. |
11
If Gong Lingling or any two Key persons fail to perform their | |
duties for more than three consecutive months or more than 90 | |
days in a year, it constitutes a "Key person event". After the | |
Key person event occurs, the investment period is automatically | |
suspended. The executive partner shall recommend a successor | |
within 60 days from the date of occurrence of the above matters, | |
and shall take the role of a Key person after consideration by | |
the partner meeting and with the consent of all partners. If the | |
successor recommended by the executive partner fails to obtain | |
the unanimous consent of all partners within 90 days from the | |
date of occurrence of the Key person event, the partner meeting | |
has the right to decide to replace the executive partner or to | |
decide that the Tongfu Fund should be dissolved and liquidated. | |
If all partners agree to the successor of the Key person, the | |
investment period of the Tongfu Fund shall continue. For the | |
avoidance of doubt, during the suspension of the investment | |
period of the Tongfu Fund, the administrator shall not charge any | |
management fee for the suspension period. | |
Competition: | During the valid duration of the Tongfu Fund, the general partner |
may not invest, in prority to the Tongfu Fund, in any investment | |
projects within the Tongfu Fund's target scope of investment. | |
Projects that the general partner had invested in, or projects that | |
had already signed up for investment prior to the establishment of | |
the Tongfu Fund were not subject to the above restrictions. | |
Before the expiration of the Tongfu Fund's investment period | |
(including any early termination of the investment period), | |
or before 70% of the fund's total contribution (except for the | |
default partner's subscribed capital contribution) has been used | |
for investment or earmarked for investment, Key person and the | |
core management team and their connected persons, the executive | |
partner, and the administrator shall not initiate or manage a RMB | |
or USD follow-up fund that competes with the Tongfu Fund in | |
terms of investment territory, investment field or investment stage. | |
The Key persons shall not take the role of Key persons in | |
any private equity investment fund of the same type of or in | |
competition with the Tongfu Fund until expiration of investment | |
period of Tongfu Fund (including any early termination of the | |
investment period). |
12
For a company or enterprise invested by a general partner and an | |
investment institution the management of which was entrusted | |
to a general partner, if the general partner does not control | |
or actually control the company, enterprise or institution as a | |
minority shareholder or connected person, the investment behavior | |
of the company, enterprise or institution does not constitute a | |
competition under this agreement. | |
During the valid duration of the Tongfu Fund, the limited partners | |
may choose to invest separately or jointly with the Tongfu Fund | |
in any investment activities that may compete with the Tongfu | |
Fund. | |
The follow-up investments made by the fund manager and/or its | |
management team are not considered as horizontal competition or | |
connected transactions. | |
Co-investment | The fund manager and/or its management team may separately |
mechanism and | form an investment entity and/or through the investment fund |
joint investment: | or invest directly on all investment projects of the Tongfu Fund |
in order to conduct a Co-investment. The fund manager and/or | |
its management team's Co-investment and Tongfu Fund shall be | |
subject to the same conditions for the same investment project. | |
In case of Co-investment, the investment made by the fund | |
manager and/or its management team in each investment project | |
shall be not exceed 10% of the total amount invested in the | |
project by the Tongfu Fund. | |
Tongfu Fund gives some partners joint investment opportunities. | |
Specifically, the investment opportunities of a project decided to | |
be invested by the Tongfu Fund are shared among co-investors. | |
The parties may agree on their shares of investment through | |
amiable negotiation according to the situation, and the partners | |
with co-investment appeals shall notify the fund manager when | |
the Tongfu Fund is established or incorporated, otherwise it shall | |
be deemed to have voluntarily given up the opportunity. | |
Applicable law: | The laws of the PRC shall be applicable to the Tongfu Innovation |
Industrial Investment Fund Partnership (Limited Partnership) | |
Partnership Agreement. | |
Dispute resolution: | Any dispute shall be submitted to the Beijing Arbitration |
Commission by the Parties for arbitration in Beijing in accordance | |
with the arbitration rules of the Commission |
The terms of the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) are determined by the Parties after arms' length negotiations.
13
IV. REASONS AND BENEFITS FOR ENTERING INTO THE TONGCHUANG INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP) PARTNERSHIP AGREEMENT AND THE TONGFU INNOVATION INDUSTRIAL INVESTMENT FUND PARTNERSHIP (LIMITED PARTNERSHIP) PARTNERSHIP AGREEMENT
The Company is a nuclear technology application industry development platform of CNNC and also the leading enterprise in the field of isotopes and irradiation technology applications in China. With the strategic goal of "growing bigger, better and stronger", the Company adheres to its strategy of "industrialisation and internationalisation" and strives to become a leading international supplier of nuclear technology application products and services. In order to facilitate the implementation of the Company's strategy, explore new sources of economic growth and enhance the economic scale and efficiency of the Company, the Company intends to initiate the establishment of Tongfu Innovation Industrial Investment Fund. The fund has the flexibility to invest in the upstream and downstream of the isotopes and irradiation industry in China and provides funds for strategic, expansionary, complementary and collusive mergers and acquisitions. The Company may acquire the investment project by way of pre-emptive right in the future to improve its industrial layout and promote industrial development. The fund will focus mainly on the application areas of nuclear technology, including the production of nuclides, radioactive source, nuclear medicine, medical devices, vitro diagnosis, medical services and industrial nuclear applications. With investments, mergers and acquisitions as pathways to implement the industrial expansion strategy of the Company, it can assist the Company in achieving leapfrog development.
By leveraging on the capital strength and license advantage of CNNC Capital, the internal financial segment of CNNC, introducing government guidance funds, and making use of the industrial advantages of the Company, the Board believes that the establishment of the fund is conducive to strengthening the leading position of the Company in the industry and is a great opportunity for us to further improve our market competitiveness and expand market layout. As a market-oriented emerging industry fund management platform of CNNC, Hynergy Industrial Funds has rich experience in equity investment in nuclear industry, with a deep understanding of the industry characteristics, business operations, merger and acquisition needs and cash flow patterns of the Company as well as the overall capital operation system of the Group. Hynergy Industrial Funds can provide full industrial merger and acquisition services and equity investment proposals of a standard not lower than, or even higher than, major market-oriented equity investment institutions, which enables the Company to reduce costs, increase efficiency, maximize revenue and fully utilize the capital operations advantage of CNNC in the industry. Also, with a comprehensive mechanism of market-oriented incentive and follow-up investment and a team of members who possess solid professional skills and work efficiently and actively, Hynergy Industrial Funds has established sound cooperation mechanisms with the Company from previous business cooperation and creates synergy and complementarity in the industry.
14
-
IMPLICATIONS OF THE LISTING RULES
As at the date of this announcement, CNNC, which directly and indirectly holds approximately 73.83% of the total issued share capital of the Company through Atomic Energy Institute, Nuclear Power Institute, CNNC Fund, 404 Company and B.Y. Investment, is the controlling shareholder of the Company. CNNC holds a 100% equity interest in CNNC Capital and CNNC Capital holds a 35% equity interest in Hynergy Industrial Funds. Therefore, CNNC Capital and Hynergy Industrial Funds are connected persons of the Company as defined in Chapter 14A of the Listing Rules. Therefore, the entering into of the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement and the transactions contemplated thereunder constitute connected transactions of the Company under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios of the transactions under the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement exceed 5% but are less than 25%, the transactions thereunder are subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The entering into of the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement and the transactions contemplated thereunder also constitute discloseable transactions of the Company.
The Company will convene an extraordinary general meeting for independent shareholders to consider and approve by way of ordinary resolution the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement and the transactions contemplated thereunder. The Independent Board Committee of the Company will advise the Independent Shareholders on the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement and the transactions contemplated thereunder and has appointed Somerley Capital Limited as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders on the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement and the transactions contemplated thereunder.
A circular, containing the details of the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement and the transactions contemplated thereunder, the letter from the Independent Board Committee and advice from Somerley Capital Limited, will be sent to the shareholders within 15 working days after the date of this announcement.
The Directors (excluding the independent non-executive directors (whose opinions will be formed after considering the recommendations of the independent financial adviser)) consider that the terms of the Tongchuang Investment Partnership (Limited Partnership) Partnership Agreement and the Tongfu Innovation Industrial Investment Fund Partnership (Limited Partnership) Partnership Agreement were determined after arm's length negotiations on normal commercial terms, and the transactions contemplated thereunder together with the respective annual caps are fair and reasonable, and have been entered into in the ordinary and normal course of business of the Group, and are in the interests of the Company and the shareholders as a whole.
15
VI. GENERAL INFORMATION ABOUT THE COMPANY AND THE PARTIES
The Company
The Company and its subsidiaries are primarily engaged in the research, development, manufacturing and sale of diagnostic and therapeutic radio pharmaceuticals and radioactive source products for medical and industrial applications. We also provide irradiation services for sterilization purpose and EPC services for the design, manufacturing and installation of gamma ray irradiation facilities. In addition, we provide independent clinical laboratory services to hospitals and other medical institutions.
Hynergy Industrial Funds
Hynergy Industrial Funds was established on 18 November 2016 with a registered capital of RMB200 million. It is registered with the Asset Management Association of China as a private equity fund manager. Hynergy Industrial Funds was initiated by CNNC Capital and
jointly funded and established by China Aerospace Science and Technology Corporation (中 國航天科技集團公司) (a joint strategic alliance partner), China Development Bank, China Life Insurance (Group) Company (中國人壽保險(集團)公司) and Agricultural Bank of
China. It is held as to 35% by CNNC Capital, as to 20% by China Development Bank Capital Corporation Ltd. (國開金融有限責任公司) and as to 15% by each of China Life Asset Management Company Limited (中國人壽資產管理有限公司), China Aerospace Investment Holdings Ltd. (航天投資控股有限公司) and ABCI Corporate Management Co., Ltd (農銀國 際企業管理有限公司).
CNNC Capital
CNNC Capital was established in July 2016 and is a wholly-owned subsidiary of CNNC, with a registered capital of RMB7.08 billion. As a specialized management platform for the financial sector of CNNC, CNNC Capital is positioned as a center of industrial finance risk control, industrial finance investment control, industrial financial resource allocation and industrial finance business collaboration of CNNC.
BSIF
BSIF has a total scale of RMB30 billion. It sets up sub-funds around the three stages of original innovation, results transformation and highly sophisticated industries and arranges the amount of funds according to the ratio of 5:3:2. The fund's mission is to achieve "three sets of guidance": the first one is to guide the way to high-end "hard technology" innovation; the second is to guide the way to front-end original innovation; the third is to guide high- end scientific research results which can match up with the capital's positioning to locate in Beijing and to cultivate "highly sophisticated" industry. Through the construction of innovative investment ecosystem, the fund promotes the rapid and steady development of the science and technology industry of Beijing and contributes actively to building a globally influential innovation centre for science and technology in Beijing.
16
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms and expressions have the meanings set forth below:
"Board"
"BSIF"
"CNNC"
"CNNC Capital"
"Company"
"connected persons"
"Director(s)"
"Group"
"Hong Kong Listing Rules"
"PRC" or "China"
"RMB"
"Shareholder(s)"
"Stock Exchange"
"Hynergy Industrial Funds"
"Tongxin Investment"
the board of Directors
Beijing Science& Technology Innovation Fund (北京市科技創新基金 (有限合夥))
China National Nuclear Corporation (中國核工業集團有限公司, previously known as "中國核工業集團公司"), a company established
under the laws of the PRC on 29 June 1999, the controlling Shareholder
CNNC Capital Holdings Limited (中國核工業集團資本控股有限公司)
China Isotope & Radiation Corporation (中國同輻股份有限公司)
has the meaning ascribed thereto under the Hong Kong Listing Rules
director(s) of the Company
the Company and its subsidiaries
the Rules Governing the Listing of Securities on The Stock Exchange
the People's Republic of China, excluding, for the purpose of this announcement only, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
Renminbi, the lawful currency of the PRC
shareholder(s) of the Company
The Stock Exchange of Hong Kong Limited
Hynergy Industrial Funds Management Co., Ltd. (核建產業基金管理有 限公司)
Tongxin Investment Partnership (同心投資合夥企業)
17
"Tongchuang | Tongchuang Investment Partnership (Limited Partnership)(同創投資合 |
Investment" | 夥企業(有限合夥)) |
"Tongfu Fund" | Tongfu Innovation Industrial Investment Fund Partnership (Limited |
Partnership)(同輻創新產業投資基金合夥企業(有限合夥)) |
By order of the Board
China Isotope & Radiation Corporation
Meng Yanbin
Chairman
Beijing, the PRC, 31 October 2019
As at the date of this announcement, the Board comprises Mr. Meng Yanbin, Mr. Wu Jian and Mr. Du Jin, as executive Directors; Mr. Zhou Liulai, Mr. Chen Shoulei and Mr. Chen Zongyu as non-executive Directors; and Mr. Guo Qingliang, Mr. Meng Yan and Mr. Hui Wan Fai, as independent non-executive Directors.
18
Attachments
- Original document
- Permalink
Disclaimer
China Isotope & Radiation Corporation published this content on 31 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2019 12:36:01 UTC