Everbright Securities Company Limited(601788)
About Guangzhou Sie Consulting Co.Ltd(300687)
Verification opinions on participating in the establishment of industrial funds and related party transactions
As a sponsor of Guangzhou Sie Consulting Co.Ltd(300687) (hereinafter referred to as " Guangzhou Sie Consulting Co.Ltd(300687) " or "the company") issuing convertible corporate bonds to unspecified objects and shares to specific objects, Everbright Securities Company Limited(601788) (hereinafter referred to as " Everbright Securities Company Limited(601788) " or "the sponsor") in accordance with the measures for the administration of securities issuance and listing recommendation business and the Listing Rules of GEM stocks of Shenzhen Stock Exchange According to the relevant provisions and requirements of the guidelines on the recommendation of listed companies of Shenzhen Stock Exchange and the guidelines on the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the matters of Guangzhou Sie Consulting Co.Ltd(300687) participating in the establishment of industrial funds and related party transactions have been verified. The specific verification conditions and opinions are as follows:
1、 Overview of related party transactions
At the 46th meeting of the second board of directors and the 36th meeting of the second board of supervisors held on January 27, 2022, the company deliberated and adopted the proposal on participating in the establishment of industrial funds and related party transactions, The board of directors agreed that the company invested 15 million yuan with its own funds to cooperate with Ningbo Jiaming HaoChun Investment Management Co., Ltd. (hereinafter referred to as "Jiaming HaoChun"), Wuxi Xidong Industrial Investment Center (limited partnership) Shennan (Wuxi) Internet of vehicles Co., Ltd. and other investors jointly established Wuxi Nanshan Hongji Jiahui venture capital partnership (limited partnership) (hereinafter referred to as "Hongji Jiahui" or "industrial fund").
Mr. Tan Hao, the supervisor of the company, is the director and general manager of Jiaming HaoChun, and Jiaming HaoChun is the affiliated legal person of the company. The company and Jiaming HaoChun jointly funded the establishment of an industrial fund to form a related party transaction. Mr. Tan Hao, a related supervisor, has avoided voting on the proposal at the board of supervisors.
This connected transaction does not need to be submitted to the general meeting of shareholders for deliberation. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments. 2、 Basic information of related parties
1. Ningbo Jiaming HaoChun Investment Management Co., Ltd
Unified social credit Code: 913302123169583629
Type: limited liability company (invested or controlled by natural person)
Legal representative: Yin Qichun
Registered capital: 2 million yuan
Date of establishment: May 29, 2015
Main business premises: No. 671, floor 1, building B, No. 88 and 76, Shounan West Road, Yinzhou District, Ningbo City, Zhejiang Province. Business scope: investment management. [without the approval of the financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, financial management on behalf of customers, and capital collection (financing) from the public.]
Ownership structure:
No. name of shareholder subscribed capital contribution proportion
1 Yin Qichun 800000 yuan 40%
2 Tan Hao 740000 yuan 37%
3 Shanghai Shenghe Investment Management Co., Ltd. 200000 yuan 10%
4 song Valley 160000 yuan 8%
5 Zheng Yanpeng 100000 yuan 5%
Total 2 million yuan 100%
Registration number of private fund manager: p1021691
Description of related relationship: Mr. Tan Hao, the supervisor of the company, is the director and general manager of Jiaming HaoChun, and Jiaming HaoChun is the related legal person of the company.
2. Wuxi Xidong Industrial Investment Center (limited partnership)
Unified social credit Code: 91320205ma1x9dyc8r
Date of establishment: September 30, 2018
Date of establishment: August 5, 2019
Main business premises: Room 501, 5th floor, block a, Xidong chuangrong building, No. 78, Danshan Road, anzhen street, Xishan District, Wuxi City
Executive partner: Wuxi Jintou capital private equity fund management Co., Ltd
Business scope: foreign investment with self owned funds (except in areas prohibited by national laws and regulations). (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) general projects: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can be carried out only after completing the registration and filing with China Securities Investment Fund Association); Information consulting services (excluding licensed information consulting services); Enterprise management consulting (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Partner information:
Partner name type capital contribution proportion
Wuxi Jintou capital private equity fund management Co., Ltd. General Partner 1 million yuan 0.1%
The limited partner of Wuxi hengting Industrial Co., Ltd. is 999 million yuan, 99.9%
Total 1 billion yuan 100%
3. Shennan (Wuxi) car networking Co., Ltd
Unified social credit Code: 91320205ma1yuf2y5g
Date of establishment: August 5, 2019
Date of establishment: May 29, 2015
Enterprise type: limited liability company
Registered address: Building 5, Zhixing science and Innovation Park, No. 2, Chunfeng South Road, anzhen street, Xishan District, Wuxi
Registered capital: 300 million yuan
Legal representative: Guo Fangyong
Business scope: Internet data services; Provide technological innovation, technological development, technology transfer, technical consultation, technical service and technology promotion for the industry of scientific and technological achievements; Real estate development and operation; House leasing; Real estate information consultation; estate management; Parking lot management; Foreign investment with its own funds (except in areas prohibited by national laws and regulations); Enterprise management services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Ownership structure:
Name of shareholder subscribed capital contribution proportion of capital contribution
Baowan industrial city development (Wuxi) Co., Ltd. 153 million yuan 51%
Shenzhen Nanshan Real Estate Development Co., Ltd. 147 million yuan 49%
Total 300 million yuan 100%
4, Ceng Rui, natural person, ID number: 3307021988********; 5, Zhang Rongjun, natural person, ID number: 3621011970********; 6, Wang Xiaoli, natural person, ID number: 3205821975********; 7, Yang Chengliang, natural person, ID number: 4326241975********; 8, Master Li, natural person, ID number: 1424291973********; 9, Zhao Guishan, natural person, ID number: 2321241974********; 10, Liu Xiaomei, natural person, ID number: 4208001969********; 11, Zhang Qingqing, natural person, ID number: 3408021974********; 12, Jiang Beibei, natural person, ID number: 3101041971********; 13, Wang Longlong, natural person, ID number: 3207221976********; 14, Ji Xiang, natural person, ID number: 5323011983********; 15, Zhao Dan, natural person, ID number: 3202191982********; 16, Li Ningchao, natural person, ID number: 1101081970********.
3、 Basic information of fund manager name of fund manager: Ningbo Jiaming HaoChun Investment Management Co., Ltd. unified social credit Code: 913302123169583629
Date of establishment: May 29, 2015
Enterprise type: limited liability company (invested or controlled by natural person) registered address: No. 671, floor 1, building B, No. 88 and 76, Shounan West Road, Yinzhou District, Ningbo, Zhejiang
Registered capital: 2 million yuan
Legal representative: Yin Qichun
Business scope: investment management. [without the approval of the financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, financial management on behalf of customers, and capital collection (financing) from the public.]
Ownership structure:
Name of shareholder subscribed capital contribution proportion of capital contribution
Yin Qichun 800000 yuan 40%
Tan Hao 740000 yuan 37%
Shanghai Shenghe Investment Management Co., Ltd. 200000 yuan 10%
Song Gu 160000 yuan 8%
Zheng Yanpeng 100000 yuan 5%
Total 2 million yuan 100%
Registration number of private fund manager: p1021691
Description of related relationship: Mr. Tan Hao, the supervisor of the company, is the director and general manager of Jiaming HaoChun, and Jiaming HaoChun is the related legal person of the company.
4、 Main contents of investment agreement
1. Fund Name: Wuxi Nanshan hongjijiahui venture capital partnership (limited partnership)
2. Fund size: RMB 156 million
3. Organizational form: limited partnership
4. Partner information:
Partner name type subscribed capital contribution proportion
Ningbo Jiaming HaoChun Investment Management Co., Ltd. General Partner 1.6 million yuan 1.03%
Wuxi Xidong Industrial Investment Center (limited partnership) limited partner 23.4 million yuan 15.00%
Shennan (Wuxi) Internet of vehicles Co., Ltd. limited partner 39 million yuan 25.00%
Guangzhou Sie Consulting Co.Ltd(300687) limited partner 15 million yuan 9.62%
Zeng Rui limited partner 20 million yuan 12.82%
Partner name type subscribed capital contribution proportion
Zhang Rongjun limited partner 10 million yuan 6.41%
Wang Xiaoli limited partner 6 million yuan 3.85%
Yang Chengliang limited partner 6 million yuan 3.85%
Shi Zunli limited partner 5 million yuan 3.21%
Zhao Guishan limited partner 5 million yuan 3.21%
Liu Xiaomei limited partner 5 million yuan 3.21%
Zhang Qingqing limited partner 5 million yuan 3.21%
Jiang Beibei limited partner 5 million yuan 3.21%
Wang longlong limited partner 3 million yuan 1.92%
Jixiang limited partner 3 million yuan 1.92%
Zhao Dan
