Securities code: Sunwoda Electronic Co.Ltd(300207) securities abbreviation: Sunwoda Electronic Co.Ltd(300207) Announcement No.: Xin 2022052 Sunwoda Electronic Co.Ltd(300207)
About the participation of wholly-owned subsidiaries in investment and accelerated growth (Hainan)
Supplementary announcement of venture capital fund II partnership
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.
1、 Investment overview
1. Basic information
Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as “the company” or ” Sunwoda Electronic Co.Ltd(300207) “) deliberated and adopted the proposal on the participation of wholly-owned subsidiaries in the investment of still growing and accelerating (Hainan) Chuangye investment No. 2 fund partnership at the 26th meeting of the 5th board of directors and the 26th meeting of the 5th board of supervisors held on February 23, 2022, Shenzhen Qianhai Hongsheng Technology Co., Ltd. (hereinafter referred to as “Qianhai Hongsheng”), a wholly-owned subsidiary of the company, is allowed to use its own capital of RMB 10 million to cooperate with Beijing Shangshi Investment Management Co., Ltd. (hereinafter referred to as “Shangshi investment”), Zhong’an Taihua (Hainan) information technology Management Center (limited partnership) (hereinafter referred to as “Zhong’an Taihua”), natural person Ms. Zhu Bo Mr. Wang Luhao, a natural person, jointly invested in Shangshi growth acceleration (Hainan) venture capital No. 2 fund partnership (limited partnership) (hereinafter referred to as “Shangshi Growth Fund”), with a fund scale of no less than RMB 23.51 million. Shangshi growth fund will be used as a special fund to invest in Beijing tage Zhixing Technology Co., Ltd, The main business direction of the enterprise is mine scene automatic driving.
2. According to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the “Listing Rules”), the Sunwoda Electronic Co.Ltd(300207) articles of association, the Sunwoda Electronic Co.Ltd(300207) foreign investment management system and other relevant systems, the above transactions do not constitute related party transactions and are decided by the board of directors of the company. This foreign investment does not need to be submitted to the general meeting of shareholders for deliberation.
3. This 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.
4. There are still uncertainties in the establishment, raising and investment income of this industrial investment fund.
2、 Basic information of counterparty
1. Beijing Shangshi Investment Management Co., Ltd
Company name: Beijing Shangshi Investment Management Co., Ltd
Unified social credit Code: 91110108318362132g
Date of establishment: December 8, 2014
Company type: limited liability company (invested or controlled by natural person)
Registered capital: 10 million yuan
Registered address: No. a2079, second floor, College Park, Dongsheng science and Technology Park, No. 18 Xueqing Road, Haidian District, Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) legal representative: Cheng Yang
Business scope: investment management; Technology development, technology transfer, technical consultation, technical services and technology promotion; Enterprise management consulting; Investment consulting; Economic and trade consultation. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Shareholders of Shangshi investment and their capital contributions:
Serial number shareholder name subscribed capital contribution proportion (%) shareholder category
(10000 yuan)
1 Cheng Yang 850 85 natural person shareholder
2 Liu Fang 150 15 natural person shareholder
Total 1 Tcl Technology Group Corporation(000100) –
Registration with the fund industry association: Beijing Shangshi Investment Management Co., Ltd. completed its registration on June 29, 2015.
2. Zhongan Taihua (Hainan) information technology management center (limited partnership)
Company name: China antaihua (Hainan) information technology management center (limited partnership)
Unified social credit Code: 91469007ma5tqekk3q
Date of establishment: October 29, 2020
Company type: limited partnership
Registered capital: 5 million yuan
Registered address: 1 / f-012, district D3, Fuxing City, No. 32, Binhai street, Longhua District, Haikou City, Hainan Province
Legal representative: Liu di
Business scope: licensed items: Internet information services (items that must be approved according to law can only be carried out after being approved by relevant departments) general items: engaging in investment activities with their own funds; Information technology consulting services; Information consulting services (excluding licensed information consulting services); business management; Marketing planning; Project planning and public relations services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Financial consultation; Software development; Data processing and storage support services; For profit private training institutions engaged in scientific and technological training (except discipline and language cultural education and training for primary and secondary school students); Conference and exhibition services; Information system integration service; Information system operation and maintenance services; Computer system services; General application system of artificial intelligence; Application system integration services in artificial intelligence industry; Artificial intelligence public data platform (except for licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
Shareholders of Zhongan Taihua and their capital contributions:
Serial number shareholder name subscribed capital contribution proportion (%) shareholder category
(10000 yuan)
1 LiuDi 375 75 natural person shareholder
2 Zhong Tao 125 25 natural person shareholder
Total 500100-
3, Ms. Zhu Bo, China citizen ID number: 62010226
4. Mr. Wang Luhao, China citizen ID number: 14030335
Description of affiliated relationship with the company: according to the listing rules and other laws, regulations and normative documents, the above transaction parties are not affiliated parties of Sunwoda Electronic Co.Ltd(300207) and Qianhai Hongsheng, and have no affiliated relationship with Sunwoda Electronic Co.Ltd(300207) and Qianhai Hongsheng. This investment does not constitute a connected transaction.
Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, as of the disclosure date of this announcement, the above trading parties are not dishonest Executees.
3、 Basic information of investment object
1. Fund Name: Shangshi growth acceleration (Hainan) venture capital No. 2 fund partnership (limited partnership) 2. Organizational form: limited partnership
3. Registered address: floor 1-725, D2 District, Fuxing City, No. 32 Binhai Avenue, Longhua District, Haikou City
4. Business scope: engaging in equity investment in unlisted enterprises and holding shares of listed companies by subscribing for non-public shares or transferring equity. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
5. Fund manager: Beijing Shangshi Investment Management Co., Ltd
6. Duration: five years. Among them, the duration can be extended for two years upon the proposal of the executive partner and the consent of the partners representing more than two-thirds of the actual capital contribution and voting rights at the partners’ meeting.
7. Fund scale: the total scale shall not be less than RMB 23.51 million.
8. Investment direction: this fund is a special fund established for investing in Beijing tage Zhixing Technology Co., Ltd.
9. One vote veto: the company does not have one vote veto on the subject matter to be invested by Shangshi Growth Fund.
4、 Main contents of the partnership agreement
As of the date of this announcement, Qianhai Hongsheng, Shangshi investment, Zhong’an Taihua, Ms. Zhu Bo and Mr. Wang Luhao have reached an agreement on the contents of the partnership agreement of Shangshi growth acceleration (Hainan) venture capital No. 2 fund partnership (limited partnership) (hereinafter referred to as the “partnership agreement”) and completed the signing of the partnership agreement.
The main terms of the partnership agreement are as follows:
1、 Partnership purpose, business scope and duration
(I) partnership purpose: to protect the partnership interests of all partners and make the partnership obtain the best economic benefits.
(II) the term of partnership is five years from the date of signing this partnership agreement. If the duration expires, according to the investment withdrawal needs of the limited partnership fund, the duration can be extended for two years with the proposal of the executive partner and the consent of the partners representing more than two-thirds of the actual capital contribution at the partners’ meeting. If all or part of the assets of the limited partnership fund cannot be realized after the expiration of the extended period, the limited partnership may continue to extend the duration upon the proposal of the executive partner and the unanimous consent of the partners’ meeting.
2、 Mode, amount and payment period of capital contribution
Name contribution method subscribed amount (10000 yuan) contribution proportion (%) payment term
Beijing Shangshi Investment Management Co., Ltd
Currency 1 0.042
department
Sign the information section of antaihua (Hainan) in the partnership Association
Currency 250 10.634 after negotiation, 2022 Technology Management Center (limited partnership)
On February 28, the former Jubo currency 500 was 21.268
Paid to Wang Luhao of the partnership in currency 600 25.521
Designated account
Shenzhen Qianhai Hongsheng Technology Co., Ltd
Currency 100042.535
company
3、 Profit distribution, loss sharing and exit mode
(I) the profit distribution and loss sharing of the partnership shall be shared and borne by the partners according to the proportion of their respective paid in capital contributions.
(II) the distributable cash generated by the partnership due to the project investment shall be distributed within [30 days] after the partnership receives the relevant funds; Distributable cash generated from cash management gains or other income shall be distributed annually or more frequently at the independent decision of the executive partner.
(III) the investment projects of the partnership are withdrawn item by item. After deducting the unpaid expenses of the partnership (including but not limited to the management expenses of the partnership, financial consulting expenses, lawyer fees, evaluation expenses, custody / supervision expenses, bank handling expenses, industrial and commercial expenses, etc.) and other expenses (if any) from the project disposal income and other income obtained by the partnership, The distribution shall be carried out in the following order and manner:
(1) Distribute according to the proportion of the paid in capital contribution of the limited partners until the actual investment principal in the partnership is returned and fully made up;
(2) Distribute to the general partner until the actual investment principal in the partnership is fully made up;
(3) According to the standard of 5% (simple interest) per year, priority interest return shall be paid to all partners from the date of actual payment to the custody account of the partnership to the date of full return of the investment principal (excluding);
(4) Distribution of excess income: the remaining funds after returning the principal invested by all partners of the partnership and paying the preferred interest return are excess income and shall be distributed within [30 days]; The excess return is in the form of 2 / 8 Share: 20% to the general partner and 80% to the limited partner; The general partner and the limited partner shall calculate their respective excess returns according to the relative paid in proportion or the proportion otherwise agreed; The specific distribution method of excess return shall be separately determined by the general partner.
(IV) if the assets of the partnership cannot be realized or non cash distribution is considered more in line with the interests of all partners according to the independent judgment of the executive partner,
