ZGC TEC LEASING (01601.HK): Subscribes 49.5% Stake in RMB 415 Million Venture Fund, Constituting Discloseable and Connected Transaction
NewTimeSpace News: On 20 August 2026, Zhongguancun Science-Tech Leasing Co., Ltd. (01601.HK) announced that the company entered into a fund partnership agreement with the fund partners to establish and operate the Beijing Zhongfa Zhongnuo Huyang Jichun Venture Investment Fund Partnership (Limited Partnership), with a registered capital of not more than RMB 415 million, of which the company will subscribe for not more than RMB 205.425 million, representing 49.5% of the total committed capital; wholly-owned subsidiary Beijing Zhongnuo will subscribe for not more than RMB 1.245 million, representing 0.3%. As the group does not have control over the fund's management, the fund will be accounted for as an associate of the group rather than a subsidiary, and its financial results will not be consolidated into the group's consolidated financial statements.
The fund has an initial term of six years (a three-year investment period plus a three-year exit period, extendable for up to two years upon unanimous consent of all partners). The capital commitments of each partner are: Beijing Zhongnuo (general partner) 0.3% at RMB 1,245,000; Zhongxinjian Huyang (general partner) 0.2% at RMB 1,000,000; the company (limited partner) 49.5% at RMB 205,425,000; Zhongxinjian Huyang Industry Investment Fund (limited partner) 40.0% at RMB 165,830,000; and Jichun Fund (limited partner) 10.0% at RMB 41,500,000. Contributions will be made in three instalments within 36 months from the establishment date. The fund's investment scope mainly covers equity in unlisted companies, with investment areas including new materials, green chemicals, AI+, new energy, life and health, modern transportation and logistics, the methanol-hydrogen (methanol) industry chain and high-end equipment manufacturing, targeting growth-stage companies that have completed Series B or higher financing rounds and achieved annualised average revenue growth exceeding 30%. The investment decision committee comprises five members with a one-member-one-vote mechanism, requiring the consent of four or more members for any resolution, and any veto by the member recommended by Zhongxinjian Huyang blocks the decision. Regarding fees, Zhongguancun Xietong is entitled to an annual management fee of 0.75% of total paid-in capital during the investment period, while Beijing Zhongnuo and Zhongxinjian Huyang are entitled to annual executive partnership fees of 0.45% and 0.30% respectively. Excess returns are distributed 80% to limited partners and 20% to the fund management team (Zhongguancun Xietong 50%, Beijing Zhongnuo 30%, Zhongxinjian Huyang 20%).
As Zhongguancun Development Group indirectly holds approximately 57.61% of the company's issued share capital and is the controlling shareholder, and Zhongguancun Xietong is its subsidiary and therefore a connected person of the company; as the transactions, together with the Tianjin Fund established under the fund partnership agreement with Zhongguancun Xietong on 14 November 2025, are all completed within 12 months with the same fund manager for the purpose of industry-finance integration business, they are aggregated as a series of transactions under Rule 14A.81, and as the highest applicable percentage ratio exceeded 5% but was below 25% on an aggregated basis, entering into the fund partnership agreement constitutes a discloseable and connected transaction, subject to reporting, announcement and independent shareholders' approval requirements. Zhongguancun Development Group and its associates (including Zhongguancun Financial Services and Zhongguancun International Holdings) must abstain from voting at the extraordinary general meeting; an independent board committee has been established and Somerley Capital Limited has been appointed as independent financial adviser. A circular is expected to be despatched on or before 10 September 2026, and the fund partnership agreement is subject to conditions including approval by independent shareholders before it becomes effective.
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