Dongxing Securities Corporation Limited(601198)
About Sunwoda Electronic Co.Ltd(300207)
Supplementary verification opinions on the participation of wholly-owned subsidiaries in the investment of Shangshi growth acceleration (Hainan) venture capital No. 2 fund partnership
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as " Dongxing Securities Corporation Limited(601198) ," recommendation institution "and" joint lead underwriter ") as the recommendation institution for Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as" Sunwoda Electronic Co.Ltd(300207) "company") to publicly issue convertible corporate bonds and issue shares to specific objects, in accordance with the administrative measures for recommendation business of securities issuance and listing Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the "Listing Rules"), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies (hereinafter referred to as "Shenzhen Stock Exchange self regulatory guidelines No. 2") and other relevant provisions, Prudently checked the participation of Sunwoda Electronic Co.Ltd(300207) wholly-owned subsidiary in the investment of Shangshi growth accelerated (Hainan) venture capital fund II partnership, and issued Dongxing Securities Corporation Limited(601198) verification opinions on the participation of Sunwoda Electronic Co.Ltd(300207) wholly-owned subsidiary in the investment of Shangshi growth accelerated (Hainan) venture capital fund II partnership. The supplementary verification opinions are hereby issued in accordance with the supplementary announcement of Sunwoda Electronic Co.Ltd(300207) on this matter.
1、 Investment overview
1. Basic information
Sunwoda Electronic Co.Ltd(300207) 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, the proposal on the participation of wholly-owned subsidiaries in the investment of accelerated growth (Hainan) venture capital fund II partnership was deliberated and adopted, 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 listing rules, Sunwoda Electronic Co.Ltd(300207) articles of association, 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) Beijing
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:
No. name of shareholder subscribed capital contribution (10000 capital contribution ratio (%) shareholder category
(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:
No. name of shareholder subscribed capital contribution (10000 capital contribution ratio (%) shareholder category
(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 by subscribing for non-public shares or
Holding shares of listed companies by means of equity transfer. (projects that must be approved according to law shall be approved by relevant departments
Before carrying out business activities).
5. Fund manager: Beijing Shangshi Investment Management Co., Ltd
6. Duration: five years. Among them, it is proposed by the executive partner and confirmed by the representatives of the partners' meeting
The duration can be extended for two years with the consent of partners with more than two-thirds of the international capital contribution and voting rights.
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 tage Zhixing.
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 cooperation agreement
As of the date of this announcement, Qianhai Hongsheng and Shangshi investment, Zhong antaihua, Ms. Zhu Bo and Mr. Wang Luhao have
On the partnership agreement of Shangshi growth acceleration (Hainan) venture capital fund II partnership (limited partnership)
(hereinafter referred to as "partnership agreement") and complete the signing of the partnership agreement.
The main terms of the partnership agreement are as follows:
(I) partnership purpose, business scope and duration
1. Partnership purpose: to protect the partnership interests of all partners and make the partnership achieve the best economic results
Economic benefits.
2. 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 shall be proposed by the executive partner and confirmed by the representatives of the partners' meeting
The duration can be extended for two years with the consent of partners with more than two-thirds of the international capital contribution and voting rights. If the extension period
After the expiration of the limited partnership period, all or part of the assets of the limited partnership fund are still not realized, and the partnership affairs are executed
The limited partnership may continue to extend its duration upon the proposal of the parties and the unanimous consent of the partners' meeting.
(II) contribution method, amount and payment period
Name contribution method subscribed amount (10000 yuan) contribution proportion (%) payment term
Beijing Shangshi investment management signed the partnership agreement currency 1 0.042
After the negotiation of Li Co., Ltd., 2022
Zhongan Taihua (Hainan) currency 250 10.634 paid before February 28
Payment to the account designated by the partnership enterprise (limited partnership) in information technology management
Jubo 500 21.268
Wang Luhao currency 600 25.521
Shenzhen Qianhai Hongsheng
Currency 100042.535
Technology Co., Ltd
(III) profit distribution, loss sharing and exit mode
1. The profit distribution and loss sharing of the partnership shall be divided by the partners according to the proportion of their respective paid in capital contributions
Enjoy and undertake.
2. The distributable cash generated by the partnership due to the project investment shall be paid after the partnership receives the relevant funds
Distribution within [30 days]; The distributable cash generated from cash management income or other income shall be paid annually
Distributions, or more frequently at the discretion of the executive partner.
3. The investment projects of the partnership are withdrawn item by item, and the project disposal income obtained by the partnership and
Other income deducting the unpaid expenses of the partnership (including but not limited to the management expenses and financial expenses of the partnership)
Consultant fees, lawyer fees, evaluation fees, custody / supervision fees, bank handling fees, industrial and commercial fees, etc.)
And other expenses (if any) shall be allocated in the following order and manner:
(1) It shall be distributed according to the proportion of the paid in capital contribution of the limited partners until their actual capital contribution in the partnership is returned
The investment principal is fully covered;
(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, from the date of actual payment to the custody account of the partnership to
Pay priority interest return to all partners until the date when the investment principal is returned in full (excluding);
(4) Distribution of excess income: after returning the principal invested by all partners in the partnership
The remaining funds after paying the priority interest return are excess returns and shall be divided within [30 days]
Match; The excess return is in the form of 2 / 8 Share: 20% to the general partner and 80% to the limited partnership
People;
