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.

上海大眾公用事業(集團)股份有限公司

Shanghai Dazhong Public Utilities (Group) Co., Ltd.*

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1635)

CONNECTED TRANSACTION

ENTERING INTO THE PARTNERSHIP AGREEMENT

The Board is pleased to announce that, on November 10, 2021, the Company entered into the Partnership Agreement with Dazhong Business Management (a substantial shareholder of the Company, as a Limited Partner), Changsanjiao (Jiashan) Equity Investment (as a Limited Partner), Shanghai Lingang Xinpian Zone Science and Technology Innovation Phase I Industrial Equity Fund (as a Limited Partner) and Yaoqi Industrial (as a Limited Partner) and Shanghai Zimaoqu Equity Investment Fund (as the General Partner and Manager), pursuant to which the Company participated in the Partnership as a Limited Partner and the parties agreed to regulate their respective rights and obligations in the Partnership.

LISTING RULES IMPLICATION

As at the date of this announcement, Dazhong Business Management is a substantial shareholder of the Company and therefore a connected person of the Company. Accordingly, entering into the Partnership Agreement and the transactions contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules.

As one or more applicable percentage ratios in respect of the Company's capital commitment to the Partnership under the Partnership Agreement and the transactions contemplated thereunder exceed 0.1% but less than 5%, the Partnership Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements, but are exempt from the Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

- 1 -

INTRODUCTION

The Board is pleased to announce that, on November 10, 2021, the Company entered into the Partnership Agreement with Dazhong Business Management (a substantial shareholder of the Company, as a Limited Partner), Changsanjiao (Jiashan) Equity Investment (as a Limited Partner), Shanghai Lingang Xinpian Zone Science and Technology Innovation Phase I Industrial Equity Fund (as a Limited Partner) and Yaoqi Industrial (as a Limited Partner) and Shanghai Zimaoqu Equity Investment Fund (as the General Partner and Manager), pursuant to which the Company participated in the Partnership as a Limited Partner and the parties agreed to regulate their respective rights and obligations in the Partnership.

PRINCIPAL TERMS OF THE PARTNERSHIP AGREEMENT

The rights and obligations of the Partners are governed by the Partnership Agreement, the principal terms of which are summarised as follows:

Date

November 10, 2021

Parties

  1. the Company, as a Limited Partner;
  2. Dazhong Business Management, a substantial shareholder of the Company and as a Limited Partner;
  3. Changsanjiao (Jiashan) Equity Investment, as a Limited Partner;
  4. Shanghai Lingang Xinpian Zone Science and Technology Innovation Phase I Industrial Equity Fund, as a Limited Partner;
  5. Yaoqi Industrial, as a Limited Partner; and
  6. Shanghai Zimaoqu Equity Investment Fund, as the General Partner and Manager.

- 2 -

Name of the Partnership

Yangzhou Xintong Equity Investment Partnership (Limited Partnership)* (揚州芯通股權投

資合夥企業(有限合夥))

Term of the Partnership

Five years from the date of First Delivery Date (as defined below) and the term of the Partnership may be extended for one (1) year with a maximum of two (2) times upon the approval of the General Partner in accordance with the Partnership Agreement.

Manager

Shanghai Zimaoqu Equity Investment Fund, being also the General Partner.

Purpose and business scope of the Partnership

The Partnership can utilize its idle funds to invest in (i) government bonds, (ii) investment products of fixed income nature, and (iii) any products which has the similar investment nature and risk level as aforementioned in compliance with applicable laws and regulations.

The Partnership shall not invest in unlimited liability enterprises, provide guarantee, pledge any part of its assets, lend to any third party or invest in areas that are prohibited or restricted by applicable laws or regulations or by relevant authorities.

- 3 -

Capital contribution

The total capital contribution by all Partners to the Partnership shall be RMB501,010,000. The committed amounts of capital contribution to be made by each of the Partners are as follows:

Committed

Approximate

amount of

percentage of

capital

interest in the

Partners

Type

contribution

Partnership

RMB

(%)

Changsanjiao (Jiashan) Equity

Limited Partner

181,000,000

36.127

Investment

Shanghai Lingang Xinpian

Limited Partner

100,000,000

19.959

Zone Science and Technology

Innovation Phase I Industrial

Equity Fund

The Company

Limited Partner

90,000,000

17.964

Dazhong Business

Limited Partner

30,000,000

5.988

Management

Yaoqi Industrial

Limited Partner

100,000,000

19.959

Shanghai Zimaoqu Equity

General Partner

10,000

0.001

Investment Fund

Total:

501,010,000

100

The Company will fund its capital commitment with internal resources.

The respective capital commitment to the Partnership is determined after arm's length negotiations between the Partners with reference to the proposed capital requirements of the Partnership and the parties' proportionate interests therein. Each of the Partners shall make its respective capital commitment on or prior to the date to the designated account in accordance with the requirements as stated in the demand notes or other relevant documents to be issued by the Executive Partner.

Management and Management fee

Shanghai Zimaoqu Equity Investment Fund will act as the Manager and Executive Partner of the Partnership. Shanghai Zimaoqu Equity Investment Fund shall be responsible for the selection and assessment of investment projects, execution of investment agreements and management and make decisions on subsequent exit of investment projects.

- 4 -

The Limited Partners shall pay a management fee to the Partnership at 1.5% of their actual capital commitment annually, except Changsanjiao (Jiashan) Equity Investment and Shanghai Lingang Xinpian Zone Science and Technology Innovation Phase I Industrial Equity Fund. Such management fee shall be paid by the Partnership or by the Limited Partners (upon the consent of Manager) to the Manager directly.

The management fee for the first year shall be paid pro-rata to actual number of days of management (being the date the first batch of investors are accepted as Limited Partners of the Partnership, the "First Delivery Date" to December 31 of the same year), and shall be paid within thirty (30) days from the First Delivery Date to a designated account by the Manager. Subsequent management fee shall be paid to the designated account by the Manager on or prior to January 10 of that year.

Investment decision-making committee

The Partnership has an investment decision-making committee which is the decision-making body to review and approve investments to be made by the Partnership. The investment decision-making committee comprises three members, which shall be appointed by the Manager. The Manager is also entitled to designate a supervisor to the committee.

Any final investment decision and other related important decision must be approved by or more than two-third (2/3) of the members of the committee.

Profit Distribution

After the deduction of the relevant costs and expenses by the Executive Partner, distributable investment income shall be distributed in accordance with their respective capital commitment to the Partnership in the following manner:

Income from the investment project:

  1. For General Partner, Changsanjiao (Jiashan) Equity Investment and Shanghai Lingang Xinpian Zone Science and Technology Innovation Phase I Industrial Equity Fund: an amount will be distributed on actual basis.
  2. For Limited Partners (except Changsanjiao (Jiashan) Equity Investment and Shanghai Lingang Xinpian Zone Science and Technology Innovation Phase I Industrial Equity Fund):
    1. an amount equal to the principal will be distributed to the Limited Partner in accordance with their capital commitment to the Partnership;

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Shanghai Dazhong Public Utilities (Group) Co. Ltd. published this content on 11 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 November 2021 01:16:08 UTC.