Shaanxi Zhongtian Rocket Technology Co.Ltd(003009)
Prior approval opinions of independent directors on matters related to the 13th meeting of the third board of directors of the company
In accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange and the Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) articles of association, we, as independent directors of the company, are responsible to the company and all shareholders and based on independent judgment, We have carefully reviewed the proposal on the company’s proposal to accept the controlling shareholder to provide guarantee and related party transactions for the company’s issuance of convertible corporate bonds in advance, and express the following opinions:
As of December 31, 2020, the audited net assets of the company were 1.234 billion yuan, less than 1.5 billion yuan. According to Article 20 of the measures for the administration of securities issuance of listed companies (revised in 2020), the issuer is required to provide guarantee for the issuance of convertible bonds in this public offering, The convertible corporate bonds issued this time are guaranteed by Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute, the controlling shareholder of the company, and bear joint and several guarantee liabilities Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute provides guarantee for the convertible corporate bonds issued by the company, which constitutes a connected transaction.
We believe that the company’s issuance of convertible corporate bonds is mainly to meet the capital needs of the company’s raised investment projects and daily operation, and reduce the financing cost. The guarantee provided by the controlling shareholder for the convertible corporate bonds issued by the company this time is in line with the actual needs of the company’s operation and development. It is a reasonable transaction, reflects the support of the controlling shareholder for the company, is in line with the interests of the company and all shareholders, has no adverse impact on the independence of the company, and there are no acts and circumstances that damage the interests of the company and minority shareholders, Comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. Therefore, it is agreed that the controlling shareholder shall provide guarantee for the company and the convertible corporate bonds issued this time, and it is agreed to submit the proposal on the company’s plan to accept the controlling shareholder to provide guarantee for the company’s issuance of convertible corporate bonds and related party transactions to the board of directors for deliberation.
Independent directors: Gu Xiujuan, Wang Zhigang, Shao Fangxian February 28, 2022
