Securities code: Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) securities abbreviation: Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) Announcement No.: 2022012 Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) announcement on the company’s intention to accept the controlling shareholder to provide guarantee for the company’s issuance of convertible corporate bonds and related party transactions
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、 Overview of related party transactions
(I) related party transactions
Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) (hereinafter referred to as “the company”) plans to publicly issue convertible corporate bonds of no more than RMB 495 million. According to Article 20 of the measures for the administration of securities issuance of listed companies (revised in 2020), the convertible corporate bonds issued this time are to be guaranteed by Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute, the holding shareholder of the company, in the form of joint and several liability guarantee; The scope of guarantee includes the principal and interest of convertible bonds approved by the CSRC, liquidated damages, damages and reasonable expenses for realizing creditor’s rights; The beneficiaries of the guarantee are all holders of convertible corporate bonds.
(II) relationship
Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute is the controlling shareholder of the company, and the above guarantees constitute related party transactions.
(III) the guarantee has been deliberated and approved at the 13th meeting of the third board of directors and the 11th meeting of the third board of supervisors, and is to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company have expressed their prior approval opinions and independent opinions on the matter, and the recommendation institution has issued verification opinions.
2、 Basic information of guarantee matters
The company plans to publicly issue convertible corporate bonds of no more than RMB 495 million. According to Article 20 of the measures for the administration of securities issuance of listed companies (revised in 2020), the controlling shareholder Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute of the company plans to provide full unconditional and irrevocable guarantee for the convertible corporate bonds issued this time, in the form of joint and several liability guarantee; The scope of guarantee includes 100% of the principal and interest of the convertible bonds approved and issued by the CSRC, liquidated damages, damages and reasonable expenses for realizing the creditor’s rights; The beneficiaries of the guarantee are all holders of convertible corporate bonds.
3、 Impact of related party guarantees
The above guarantee matters are necessary for the operation and development of the company, meet the requirements of relevant laws and regulations, normative documents and relevant provisions in the articles of association, are conducive to the normal production and operation activities of the company, and will not damage the interests of the company and all shareholders.
4、 From the beginning of the year to the disclosure date, the total amount of various related party transactions that have occurred with the related party
From the beginning of this year to the issuance date of this announcement, except for this transaction, the company has no other related party guarantee with the above related parties.
5、 Decision making procedures for the performance of this related party transaction and opinions of relevant parties
(I) approval procedure
On February 28, 2022, the company held the 13th meeting of the third board of directors, deliberated and adopted the proposal on the guarantee provided by the controlling shareholder of the company for the issuance of convertible corporate bonds and related party transactions, and the related directors avoided voting on the above matters. The independent directors of the company issued their prior approval opinions and independent opinions, the recommendation institution issued its verification opinions, and the board of supervisors issued its consent opinions. According to the articles of association and relevant provisions, this proposal still needs to be approved by the general meeting of shareholders.
(II) prior approval and independent opinions of independent directors
1. Prior approval
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, The company has carefully reviewed the relevant proposals that need to be approved in advance considered at the 13th meeting of the third board of directors, and expressed 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.
2. Independent opinion
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 Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute, the controlling shareholder of the company, for the convertible corporate bonds issued by the company this time meets the actual needs of the company’s operation and development, is a reasonable transaction, reflects the support of the controlling shareholder to the company, is in line with the interests of the company and all shareholders, and has no adverse impact on the independence of the company, There are no acts and circumstances that harm the interests of the company and minority shareholders, which comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
When the board of directors of the company deliberated this proposal, the related directors have avoided voting according to relevant regulations, and the deliberation procedure is legal. We agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
(III) verification opinions of the recommendation institution
After verification, the sponsor believes that: Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) plans to accept the guarantee provided by the controlling shareholder for the company’s issuance of convertible corporate bonds and related transactions meet the needs of the company’s normal business activities; The company has fulfilled the necessary procedures and complied with the requirements of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange and the provisions of the articles of association. There is no situation that damages the interests of the company and minority shareholders. The above-mentioned related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, the independent directors have performed their prior approval and expressed their agreed independent opinions, and the decision-making procedures are legal and compliant.
(IV) opinions of the board of supervisors
The board of supervisors believes that the guarantee provided by the controlling shareholder Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute for the convertible corporate bonds issued by the company meets the actual needs of the company’s operation and development, is a reasonable transaction, follows the principles of openness, fairness and impartiality, and does not damage the interests of the company and minority shareholders. Therefore, the board of supervisors agreed to 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.
6、 Documents for future reference
(I) Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) the resolution of the 13th meeting of the third board of directors; (II) Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) the resolution of the 11th meeting of the third board of supervisors; (III) Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) independent directors’ prior approval opinions on relevant matters of the 13th meeting of the third board of directors of the company;
(IV) Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) independent directors’ independent opinions on relevant matters of the 13th meeting of the third board of directors of the company;
(V) Everbright Securities Company Limited(601788) verification opinions on matters related to Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) plans to accept the guarantee provided by the controlling shareholder for the company’s issuance of convertible corporate bonds and related party transactions. It is hereby announced.
Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) board of directors February 28, 2022
