CC SECURITIES (01375.HK): Wholly-Owned Subsidiary and Others Sign Partnership Agreement to Establish RMB 104 Million Digital Equity Investment Fund, Constituting Connected Transaction
NewTimeSpace News: On 17 August 2026, Central China Securities Co., Ltd. (stock code: 01375) announced that Zhongding Kaiyuan (as general partner, executive partner and fund manager), Zhongyuan Jinxiang (as general partner and executive partner), Jinxiang Relay Fund (as limited partner) and Luoyang Culture and Tourism Fund (as limited partner) have entered into a partnership agreement to establish Henan Xiangding Digital Equity Investment Fund Partnership (Limited Partnership) (provisional name). The aggregate committed capital of all partners is RMB 104 million, of which Zhongding Kaiyuan commits RMB 20 million, representing approximately 19.23%. The partnership will invest targeted in the target company and will not become a subsidiary of the company upon establishment.
The fund term is five years from the date the first capital contribution reaches the fund custodian account (the closing date), with the first three years as the investment period and the following two years as the exit period, extendable upon unanimous consent of all partners. The committed capital of each partner is: Zhongding Kaiyuan RMB 20 million (19.23%), Zhongyuan Jinxiang RMB 1 million (0.96%), Jinxiang Relay Fund RMB 45 million (43.27%) and Luoyang Culture and Tourism Fund RMB 38 million (36.54%), with the initial paid-in capital also totalling RMB 104 million. The partnership intends to invest targeted in the target company by way of equity transfer; the target company is a subsidiary of Luoyang Culture and Tourism Group, principally engaged in smart culture and tourism, travel services and related digital businesses.
In terms of profit distribution, distributable income will first be distributed 100% to contributing partners until the aggregate distributions received by each equal its paid-in capital; the remaining amount constitutes fund investment income. Where the annualised return of the partnership is below 6%, investment income will be distributed among all partners in proportion to paid-in capital; the portion above 6% constitutes excess returns, of which 20% will be preferentially distributed between the executive partners Zhongding Kaiyuan and Zhongyuan Jinxiang in a 60%:40% ratio, and the remaining 80% distributed among all partners in proportion to paid-in capital. During the fund term, management fees are accrued to Zhongding Kaiyuan at 0.72% of (paid-in capital less exited project principal), and executive partner compensation to Zhongyuan Jinxiang at 0.48%; during any extended term, Zhongding Kaiyuan will not charge management fees and Zhongyuan Jinxiang will not receive executive partner compensation.
In terms of the implications under the Hong Kong Listing Rules, as of the date of this announcement, Zhongding Kaiyuan is a wholly-owned subsidiary of the company, and Henan Investment Group directly and indirectly holds approximately 22.05% of the company's issued share capital, making it the largest shareholder; Jinxiang Relay Fund is held as to 99% and 1% partnership interests by Zhongyuan Equity Investment Management Company Limited (a wholly-owned subsidiary of Zhongyuan Asset) and Zhongyuan Jinxiang respectively, and accordingly both Zhongyuan Jinxiang and Jinxiang Relay Fund are connected persons of the company. The execution of the partnership agreement and transactions thereunder constitute connected transactions under Chapter 14A of the Listing Rules. As one or more applicable percentage ratios exceed 0.1% but are all below 5%, the transactions are subject to reporting and announcement requirements but are exempt from the circular and independent shareholders' approval requirements. The target company recorded audited profit before tax of RMB -2,437,240.26 and RMB 2,973,503.88 for the years ended 31 December 2024 and 2025 respectively, and an unaudited net asset value of RMB 151,816,023 as of 30 June 2026.
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