湖南湘投金天钛业科技股份有限公司关于参与设立产业并购基金暨关联交易的公告

Core Viewpoint - The company plans to participate as a limited partner in the establishment of an industrial merger and acquisition fund focused on the titanium industry and high-end materials, with a total fund size of 500 million yuan, in which the company will contribute 50 million yuan, accounting for 10% of the total fund [2][6][23]. Summary by Sections 1. Overview of Participation in the Industrial Merger and Acquisition Fund - The fund, tentatively named the New Generation Materials Industrial Merger and Acquisition Equity Investment Fund Partnership (Limited Partnership), will primarily invest in the titanium industry chain and high-end materials, focusing on early to mid-stage and mature projects [2][5]. - The total scale of the fund is 500 million yuan, with the company planning to contribute 50 million yuan, representing 10% of the total committed capital [2][6]. 2. Related Party Transactions - The company’s controlling shareholder, Hunan Energy Group Jintian Technology Co., Ltd., is a related party, and the fund is established with contributions from related parties, including Hunan Energy Group and Hunan Investment Fund Management Co., Ltd. [2][3][7]. - The investment constitutes a related party transaction but does not qualify as a major asset restructuring under relevant regulations [3][8]. 3. Approval Process - The investment has been approved by the company's board of directors and independent directors, with the proposal to be submitted for review at the upcoming extraordinary shareholders' meeting [3][25][26]. 4. Fund Management and Decision-Making - The fund will establish an investment decision committee with seven members, including representatives from the managing partner and other contributors, to oversee investment decisions and management [10]. - Management fees will be charged based on the fund's actual paid-in capital, with a rate of 1.5% during the investment period and 1% during the exit period [11]. 5. Investment Strategy and Structure - The fund will operate on a market-oriented basis, primarily investing in the titanium industry chain and high-end materials, with individual project investments capped at 30% of the fund's committed capital [14][15]. - The fund will distribute profits based on a defined order, including returning capital to partners, achieving a benchmark return of 6% per annum, and sharing excess returns [16]. 6. Impact on the Company - The investment decision is made to ensure the normal operation of the company's main business and will not impose financial pressure or affect operational activities [23]. - The transaction pricing is fair and does not harm the interests of the company or minority shareholders [23][26].