Minsheng Securities Co., Ltd
About Shanghai Youning weishengwu Technology Co., Ltd
Verification opinions on participating in investment in equity investment funds and related party transactions
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" and "sponsor") as the sponsor of Shanghai Youning Weisheng Technology Co., Ltd. (hereinafter referred to as "youningwei" and "company") for its initial public offering and listing on the gem in 2021, in accordance with the measures for the Administration of securities issuance and listing sponsorship business and the rules for the listing of shares on the gem of Shenzhen Stock Exchange The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions have verified the participation of youningwei in investing in equity investment funds and related party transactions. The verification results are as follows: 1. Overview of related party transactions
In order to take advantage of the resources and platform advantages of professional investment institutions, reserve relevant investment targets in the field of life sciences with good development prospects, and reduce the investment risk of the company's acquisition of enterprises related to life sciences, the company plans to subscribe 25 million yuan as a limited partner with its own funds, Shanghai Taili Venture Capital Management Co., Ltd. (hereinafter referred to as "Taili venture") as the general partner and fund manager, Hainan jiasui Industrial Development Partnership (limited partnership) (hereinafter referred to as "jiasui industry"), Hainan Wanlin Fusheng investment partnership (limited partnership), Shanghai motor Investment Co., Ltd., Shanghai Suye Enterprise Management Co., Ltd Shanghai Taili Jingyu venture capital partnership (limited partnership) (hereinafter referred to as "Taili Jingyu", "partnership" or "equity investment fund") established by Chengpin Daosheng Investment Management (Shanghai) Co., Ltd. and Shanghai Jinshan Technology Venture Capital Co., Ltd. as limited partners.
On March 18, 2022, the company held the fifth meeting of the third board of directors and the fourth meeting of the third board of supervisors, and deliberated and adopted the proposal on participating in equity investment funds and related party transactions respectively. Chen Yun, a related director, has avoided voting on the proposal at the board of directors. Voting results of the board of directors: 8 votes in favor, 0 votes against, 0 votes abstained and 1 vote avoided. Independent directors have expressed their prior approval opinions and agreed independent opinions. This transaction involves related party transactions, but does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. According to relevant laws and regulations and the articles of association, the company's investment and related party transactions are within the approval authority of the board of directors and do not need to be approved by the general meeting of shareholders. 2、 Partner information
1. Basic information of related parties
Shanghai Taili Venture Capital Management Co., Ltd
Address: room 1134, building 1, No. 39, Youdong Road, Minhang District, Shanghai
Nature of enterprise: limited liability company (invested or controlled by natural person)
Legal representative: Qi Yuwei
Registered capital: 10 million yuan
Unified social credit Code: 91310112312426081
Business scope: venture capital management. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Main shareholder: Qi Yuwei, with a capital contribution of 2.5 million yuan and a shareholding of 25%; Shanghai venture relay fund venture capital management Co., Ltd., with a capital contribution of 2.5 million yuan and a shareholding of 25%; Yu daokong invested 1.9 million yuan and held 19% shares; Liu Chunsong invested 1.9 million yuan and held 19% of the shares; Zhang Dewang invested 1.2 million yuan and held 12% of the shares
Registration and filing: registered as the manager of private equity and venture capital funds in China Securities Investment Fund Industry Association, registration number: p1016986
Financial information: as of December 31, 2021 (Unaudited), the total assets were 124836 million yuan, the net assets were 6.3847 million yuan, the operating income in 2021 was 9.1788 million yuan, and the net profit was -3.8712 million yuan.
Actual controller: Zhang Dewang
Affiliation: Taili venture is the actual controller of Shanghai Hantai venture capital partnership (limited partnership), a shareholder holding 7.04% of the company's equity - Shanghai venture relay Taili venture capital center (limited partnership) and a shareholder holding 1.44% of the company's equity. Mr. Chen Yun, the director of the company, works in Taili venture, which complies with the association relationship specified in items (III) and (IV) of article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange.
In addition to the above, as of the disclosure date, thali venture has no other related relationship and interest arrangement with the company, the actual controller, directors, supervisors and senior managers of the company. Taili entrepreneurship is not a dishonest person to be executed. 2. Basic information of other partners
(1) Hainan jiasui Industrial Development Partnership (limited partnership)
Address: 5 Shenzhen Kingsino Technology Co.Ltd(002548) , zone A1, Fuxing City, No. 32, Binhai street, Longhua District, Haikou City, Hainan Province
Nature of enterprise: limited partnership
Legal representative: Hainan Jiadong Industrial Investment Co., Ltd. (appointed representative: Cen Miao)
Registered capital: 50.1 million yuan
Unified social credit Code: 91469002ma5tmhpt53
Business scope: general items: enterprise management; Enterprise headquarters management; Venture capital; Entrepreneurship space services; Information consulting services (excluding licensed information consulting services); Personal business services; Legal consultation (excluding law firm business); Financial consultation; Engineering management services; Conference and exhibition services; Organize cultural and artistic exchange activities; Corporate image planning; Project planning and public relations services; Marketing planning (except for the licensed business, it can independently operate the projects that are not prohibited or restricted by laws and regulations) (the general business projects can be operated independently, and the licensed business projects can be operated with relevant licenses or approval documents) (for the projects that need to be approved according to law, the business activities can be carried out only with the approval of relevant departments.)
(2) Hainan Wanlin Fusheng investment partnership (limited partnership)
Address: 238-64, building C, podium building, Fuxiu community, Xiangrong Road, Xiuying District, Haikou City, Hainan Province
Nature of enterprise: limited partnership
Legal representative: Zhoushan Fusheng investment partnership (limited partnership) (appointed representative: Xie aifang)
Registered capital: 10 million yuan
Unified social credit Code: 91469027maa908jp0t
Business scope: general items: engaging in investment activities with its own funds; Asset management services invested by self owned funds; Information consulting services (excluding licensed information consulting services); China trade agency; Trade brokerage; Conference and exhibition services (except for licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
(3) Shanghai motor Investment Co., Ltd
Address: room N45, No. 107, Lane 421, Siping Road, Hongkou District, Shanghai
Nature of enterprise: limited liability company (invested or controlled by natural person)
Legal representative: He Xiao
Registered capital: 26 million yuan
Unified social credit Code: 91469027maa908jp0t
Business scope: industrial investment, investment consultation, investment management, asset management, real estate development and operation. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
(4) Shanghai Suye Enterprise Management Co., Ltd
Address: No. 58 Fumin Branch Road, Hengsha Township, Chongming District, Shanghai (Shanghai Hengtai Economic Development Zone)
Nature of enterprise: limited liability company (sole proprietorship of natural person)
Legal representative: Zhang Suye
Registered capital: 1 million yuan
Unified social credit Code: 91310230ma7ardhd6w
Business scope: general items: enterprise management; Enterprise management consulting; Information consulting services (excluding licensed information consulting services); Business information consulting (excluding investment consulting); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion.
(except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
(5) Chengpin Daosheng Investment Management (Shanghai) Co., Ltd
Address: shop 1f-07-3, floor 1, No. 151, Songhu Road, Yangpu District, Shanghai
Nature of enterprise: limited liability company (invested or controlled by natural person)
Legal representative: Yu Mingyang
Registered capital: 30 million yuan
Unified social credit Code: 91310000ma1k35u40y
Business scope: general items: industrial investment, venture capital, investment management, asset management, enterprise management consulting, securities investment consulting, financial consulting, investment consulting, business consulting, e-commerce (not engaged in financial business), brand management, advertising design, agency, advertising production, technology development, technology consulting, technology transfer and technical services in the field of computer technology, Accept the entrustment of financial institutions to engage in financial information technology outsourcing, accept the entrustment of financial institutions to engage in financial business process outsourcing, and accept the entrustment of financial institutions to engage in financial knowledge process outsourcing. (in addition to the projects that must be approved according to law, they can independently carry out business activities according to law with their business license) (6) Shanghai Jinshan Science and Technology Venture Capital Co., Ltd
Address: 4th floor, building 2, No. 857, Tiangong Road, Jinshan Industrial Zone, Shanghai
Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Legal representative: Guo Tiejun
Registered capital: 335 million yuan
Unified social credit Code: 91310116791408546n
Business scope: venture capital, investment and management. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
The limited partners of the equity investment fund mentioned in "2. Basic information of other partners" above are not affiliated persons of the company and are not dishonest Executees. 3、 Basic information of the fund
1. Fund Name: Shanghai Taili Jingyu venture capital partnership (limited partnership)
2. Organizational form: limited partnership
3. Date of establishment: March 2, 2016
4. Unified social credit Code: 91310116ma1j892n5f
5. Registered address: room 388, second floor, No. 28, shenpujing Road, Zhujing Town, Jinshan District, Shanghai
6. Business scope: general items: venture capital. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
7. Fund filing: the filing was completed in China Securities Investment Fund Industry Association on March 7, 2022, with filing Code: svc354
8. Fund scale: at present, 341 million yuan has been subscribed, and the final scale is expected to be no more than 450 million yuan
9. Business status: not actually operated.
10. Mode of capital contribution: all partners' capital contributions are made in currency
11. Subscribed capital contribution: as of the date of this announcement, the total subscribed capital contribution of equity investment fund is 341 million yuan, and the partners are as follows:
Unit: 10000 yuan
Partner's subscribed capital contribution proportion of subscribed capital contribution
Shanghai Taili Venture Capital Management Co., Ltd. 600 1.76%
Hainan jiasui Industrial Development Partnership (limited partnership) 2 Shenzhen Seg Co.Ltd(000058) .65%
Hainan Wanlin Fusheng investment partnership (limited partnership) 500014.66%
Shanghai motor Investment Co., Ltd. 2000 5.87%
Shanghai Suye Enterprise Management Co., Ltd. 2000 5.87%
Chengpin Daosheng Investment Management (Shanghai) Co., Ltd. 2000 5.87%
Shanghai Jinshan Technology Venture Capital Co., Ltd. 2500 7.33%
Total 3410000%
After the company participated in the investment, the subscribed capital contributions of partners are as follows:
Unit: 10000 yuan
Partner's subscribed capital contribution proportion of subscribed capital contribution
Shanghai Taili Venture Capital Management Co., Ltd. 600 1.64%
Shanghai Youning weishengwu Technology Co., Ltd. 2500 6.83%
Hainan jiasui Industrial Development Partnership (limited partnership) 2000054.64%
Hainan Wanlin Fusheng investment partnership (limited partnership) 500013.66%
Shanghai motor Investment Co., Ltd. 2000 5.46%
Shanghai Suye Enterprise Management Co., Ltd. 2000 5.46%
Chengpin Daosheng Investment Management (Shanghai) Co., Ltd. 2000 5.46%
Shanghai Jinshan Technology Venture Capital Co., Ltd. 2500 6.83%
