Zhongtian Guofu Securities Co., Ltd
About Shenzhen Minkave Technology Co.Ltd(300506)
Verification opinions on providing external guarantee
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu” and “sponsor”) is a sponsor of Shenzhen Minkave Technology Co.Ltd(300506) (hereinafter referred to as ” Shenzhen Minkave Technology Co.Ltd(300506) ” and “company”) to issue shares to specific objects through simple procedures, The Shenzhen Minkave Technology Co.Ltd(300506) external guarantees were verified in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant provisions, The verification is as follows:
1、 Overview of guarantee
Shenzhen Minkave Technology Co.Ltd(300506) (hereinafter referred to as “the company”) held the 11th meeting of the 4th board of directors on February 18, 2022. The proposal on providing external guarantee was considered and adopted by 7 votes in favor, 0 votes against and 2 abstentions. The company held the fourth meeting of the Fourth Board of directors on October 27, 2021, deliberated and approved the proposal on the company’s plan of issuing shares and paying cash to purchase assets and raising supporting funds and related proposals, The company plans to purchase 57.4941% equity of aiteway (Zhangjiagang) semiconductor technology Co., Ltd. (hereinafter referred to as “aiteway”) held by Zhangjiagang Yuejin industrial investment fund partnership (limited partnership). Due to the capital demand of Aite microcrystalline round production line expansion project, the company plans to provide a guarantee for Aite micro to apply for a comprehensive credit loan of no more than 20 million yuan from financial institutions, with a guarantee period of one year. The above credit amount, term and guarantee method shall be subject to the final result of the actual approval of the financial institution. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the company’s external guarantee management system, this guarantee constitutes the company’s external guarantee and does not involve related party transactions. It is within the decision-making authority of the company’s board of directors and does not need to be submitted to the general meeting of shareholders for approval. The independent directors of the company have expressed their independent opinions on this guarantee.
2、 Basic information of the guaranteed
Aite micro is a power device manufacturer integrating R & D, production and sales. Relying on the experienced R & D management team and the product advantages of superior performance and reliable quality, Aite micro has formed a platform mainly used in the field of white appliances and industrial control, and is accelerating its expansion to the field of photovoltaic and new energy vehicles. At present, Aite micro has a 6-inch wafer production line, with an output of about 370000 wafers in 2021. The capacity utilization of the existing production line has reached a high level, which can not meet the demand of future market orders. In 2022, Aite micro plans to invest in the construction of wafer production line expansion project. The total investment of the project is about 100 million yuan, which is mainly used to purchase production equipment, supporting equipment and environmental protection equipment such as gluing, developing, sputtering table, pure water system expansion and reconstruction project, fresh air system expansion project, and recruit production, management and sales personnel. After the completion of the project, the production capacity of Aite micro’s 6-inch wafer will reach 600000 pieces / year, of which the production capacity of core product IGBT will be significantly improved, which is conducive to actively respond to the demand for power semiconductor components in downstream application fields such as industrial control and photovoltaic new energy, and lay a development foundation for Aite micro to improve its market share and expand its leading edge. In the critical period of breaking through the bottleneck of China’s IGBT production capacity, Aite micro’s production expansion project will not only improve the order taking capacity, optimize the product structure and enhance the profitability, but also help Chinese power semiconductor manufacturers seize the market share and give play to the import substitution effect.
Company name: aitewei (Zhangjiagang) semiconductor technology Co., Ltd
Date of establishment: April 16, 2018
Registered address: No. 3, Xinfeng East Road, Zhangjiagang Economic and Technological Development Zone
The registered capital is 294.03 million yuan
Legal representative: Xi Guoping
Research, develop, design, produce and sell power semiconductor devices and provide technology transfer, technical consultation and technical services; Import and export of IC related technologies, wholesale and import and export business of IC products (not involving state-owned trade management commodities, but involving quota and license management commodities, the application shall be handled in accordance with the relevant provisions of the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
The comparison of equity structure before and after the acquisition is as follows:
Before and after equity acquisition
Shareholder name shareholding ratio shareholder name shareholding ratio
Zhangjiagang Yuejin industrial investment fund 57.4941% Shenzhen Minkave Technology Co.Ltd(300506) 57.4941% partnership (limited partnership)
TRinno Technology Co.,Ltd. 42.5059% TRinno Technology Co.,Ltd. 42.5059%
Relationship with the company: Aite micro has no relationship with the company at present. After the acquisition, aiteway will become a holding subsidiary of the company and be included in the scope of the company’s consolidated statements.
Main financial indicators of the latest year and the next period (consolidated statement data):
Unit: 10000 yuan
Subject: September 30, 2021 (Unaudited) December 31, 2020 (Unaudited)
Total assets 62988.87 61433.38
Total liabilities 8986.64 8483.28
Net assets 54002.23 52950.09
Subject: January September 2021 (Unaudited) year 2020 (Unaudited)
Operating income 21978.73 19745.50
Total profit -973.30 -2075.93
Net profit -947.87 -2078.69
Aiteway is not a dishonest executee and does not provide guarantees or financial assistance to others; There is no mortgage, pledge or other third-party rights in aitewei’s equity and assets, no major dispute, litigation or arbitration involving equity, and no compulsory measures such as seizure and freezing by judicial authorities.
3、 Main contents of the guarantee agreement
As of the date of issuance of this verification opinion, the guarantee agreement has not been signed. The specific loan amount, term and guarantee method will be determined by the company, aiteway and financial institutions through negotiation according to the actual financing situation.
4、 Accumulated external guarantees and overdue guarantees
After the guarantee is provided this time, the total guarantee amount of the company and its holding subsidiaries within the validity period is 54.0667 million yuan, accounting for 4.06% of the audited net assets of the company in 2020. As of the date of issuance of this verification opinion, the total balance of guarantees provided by the company and its holding subsidiaries was 27.0667 million yuan, accounting for 2.03% of the company’s audited net assets in 2020; The total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements (which is the stock guarantee formed after the sale of holding subsidiaries) is RMB 2.0667 million, accounting for 0.16% of the audited net assets of the company in 2020. The company and its holding subsidiaries do not have guarantees for overdue debts, guarantees involving litigation and guarantees that should be borne due to the judgment of losing the lawsuit.
5、 Relevant opinions
(I) opinions of the board of directors
1. This guarantee is to provide guarantee for the loan from financial institutions for Aite micro’s expansion of 6-inch wafer production line project, which is conducive to Aite micro’s seizing the development opportunity of the industry, stabilizing the position of the industry and improving its profitability. The company is actively seeking transformation and development and expanding new profit growth points. This guarantee will further deepen the cooperative relationship between the company and Aite micro, the target to be acquired, and enhance mutual trust. It also demonstrates the company’s determination to acquire aitwei.
2. The company has carefully checked and comprehensively evaluated the assets, operation status, credit status, solvency and industry prospect of Aite micro, and believes that Aite micro has good asset quality and low asset liability ratio (Unaudited benchmark data on September 30, 2021, asset liability ratio of 14.27%), good credit and strong solvency, Moreover, the guarantee amount accounts for a relatively low proportion of the company’s net assets, and the overall risk is controllable, which will not bring significant financial risks to the company and will not damage the interests of the company and all shareholders.
During the period of providing guarantee for aiteway, the company will regularly evaluate and supervise the financial and capital status and relevant borrowings; And take measures to avoid the occurrence or expansion of losses in case of major potential safety hazards that may cause the company’s guarantee, so as to ensure the safety of the company’s overall funds and interests.
3. The shareholders of aiteway are Zhangjiagang Yuejin industrial investment fund partnership (limited partnership) and trinnotechnology Co., Ltd. considering the characteristics of its shareholders including state-owned assets and the decision-making process of overseas enterprises, aiteway’s shareholders failed to provide guarantee or counter guarantee to the company.
4. The guarantee complies with the provisions of laws, regulations, normative documents and the company’s internal system, such as the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies, and has fulfilled the necessary approval procedures. The board of directors agreed that the company should provide guarantee for Aite micro.
(II) opinions of independent directors
1. The guarantee provided this time is in line with the overall interests of the company and shareholders and will not affect the independence of the company. 2. The company has carefully checked and comprehensively evaluated the assets, operation status, credit status, solvency and industry prospect of aitwei, and formulated corresponding countermeasures. Aiteway’s assets and credit are in good condition. The projects invested by aiteway have good development prospects and are able to repay the debts due in the future. The risk of the company providing guarantee for Aite micro is controllable.
3. The company’s deliberation procedures on the proposal comply with the provisions of the company law, the securities law and other relevant laws and regulations as well as the articles of association. The guarantee provided this time does not damage the interests of the company and shareholders, especially the interests of minority shareholders.
(III) opinions of the recommendation institution
The board of directors of AVIC Securities Co., Ltd. has provided clear opinions on the matters that are not in line with the provisions of the laws and regulations of the company, and the board of directors of AVIC Securities Co., Ltd. has provided clear opinions on the matters that are not in line with the provisions of the laws and regulations of the company. In conclusion, the recommendation institution has no objection to the above guarantee matters of the company.
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(there is no text on this page, which is the signature page of the verification opinions of Zhongtian Guofu Securities Co., Ltd. on Shenzhen Minkave Technology Co.Ltd(300506) providing external guarantee)
Sponsor representative (signature):
Nie ronghua Ding Tianyi
Zhongtian Guofu Securities Co., Ltd. February 18, 2022
