Guangzhou Sie Consulting Co.Ltd(300687)
Announcement on participating in the establishment of industrial funds and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Guangzhou Sie Consulting Co.Ltd(300687) (hereinafter referred to as "the company") deliberated and adopted the proposal on participating in the establishment of industrial funds and 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, It is agreed that the company will invest 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.
1、 Basic information of counterparties and related parties
1. 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 City, Zhejiang Province
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%
2. Wuxi Xidong Industrial Investment Center (limited partnership)
Unified social credit Code: 91320205ma1x9dyc8r
Date of establishment: September 30, 2018
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
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********.
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%
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 limited partner 2 million yuan 1.28%
Li ningchao limited partner 2 million yuan 1.28%
Total 156 million yuan 100%
5. Contribution progress:
The fund-raising target of Hongji Jiahui is 156 million yuan. Executive partner Jia Ming HaoChun
According to the capital needs of Hongji Jiahui, after the establishment of Hongji Jiahui and the opening of the special supervision account for raised funds, a notice of capital contribution will be issued to each partner of the initial offering, and the partners of the initial offering will make a one-time capital contribution according to the contents of the notice. The specific time of capital contribution in the notice of payment shall be determined by the executive partner
Yes.
6. Duration: the partnership is established from the date of issuance of the business license, and the duration of the partnership is 10 years. Including operating period
It is 5 years, calculated from the date of completion of initial public offering and subscription. From the first year to the third year from the completion date of initial public offering and subscription
Year is the investment period, and the exit period is from the expiration of the investment period to the expiration of the operation period. After the end of the operation period, it will enter liquidation.
The general partner has the right to decide to extend the operation period for one year, provided that the general partner shall, at the latest, extend the operation period for the first time
Make a decision to extend the operation period before the expiration of the fifth year from the date of completion of the offering and subscription, and send a written notice of the extension to all partners. Thereafter, the general partner has the right to submit a proposal to the partners' meeting to extend the operation period no later than the expiration of the sixth year from the date of completion of the initial offering and subscription, which can be extended once again for one year with the consent of all partners.
7. Investment decision-making committee: the investment committee is composed of five investment committee members. Among them, Ningbo Jiaming HaoChun investment
The Asset Management Co., Ltd. shall appoint two members, who shall have one vote of veto in the decision-making matters of the Investment Committee; Wuxi Xidong business district and China Nanshan car networking town jointly appoint a member, but the member does not have one vote veto; Other limited partners jointly appoint one member; Hongji Jiahui invited an external industry expert to serve as a member of the investment committee.
Matters that belong to the decision-making of the investment decision-making committee shall be valid only after being approved by at least half (excluding this number) of the members with voting rights of the investment decision-making committee (the members whose limited partners are related to the proposed topic or have direct conflicts of interest shall avoid voting and shall not be included in the total base of voting rights). The voting at the meeting of the investment committee shall be in writing, and each member of the investment committee shall have one vote; The voting opinions can only be consent or disapproval, and shall not abstain; Voting opinions shall not be attached with effective conditions.
8. Fund custody: Hongji Jiahui entrusts a reputable Commercial Bank ("custodian") to custody all cash in its account. When Hongji Jiahui was incorporated, all parties agreed that the custodian was Huaxia Bank
