Everbright Securities Company Limited(601788)
About Shaanxi Zhongtian Rocket Technology Co.Ltd(003009)
It is proposed to accept the verification opinions on matters related to the guarantee provided by the controlling shareholder for the company’s issuance of convertible corporate bonds and related party transactions
Listed companies (hereinafter referred to as the “recommending institution” or the “recommending institution” of the “Shenzhen Stock Exchange” or the “listing regulation”) According to the requirements of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) plans to accept the controlling shareholders to provide guarantees for the company’s issuance of convertible corporate bonds and related party transactions. The verification results are as follows: I. overview of related party transactions
(I) related party transactions
Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) 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 planned to be guaranteed by Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute, the controlling 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) this 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 submitted to the general meeting of shareholders for deliberation. The independent directors of the company have expressed their prior approval opinions on this matter.
(IV) the above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and do not need to be approved by relevant departments. 2、 Basic information of related parties
The basic information of Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute is as follows:
Unified social credit code 121 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 3530059f name Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute
Source of funds: financial subsidy, business, operation, income paid by the sponsor of the subsidiary list China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd
The legal representative Ren Quanbin has an initial fund of 95.72 million yuan
Address: No.1 Tezi, Tianwang street, Baqiao District, Xi’an City, Shaanxi Province
Purpose and business scope: carry out Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) technical research and promote Aerospace Hi-Tech Holding Group Co.Ltd(000901) development; Aerospace product development, aerospace technology civil product development, related professional training and technical services.
3、 Impact of related party guarantees on the company
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、 Main contents of the guarantee contract to be signed
(I) guarantor
Company name: Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute
Legal representative: Ren Quanbin
Address: No. 1 Tezi, Tianwang street, Baqiao District, Xi’an City, Shaanxi Province
(II) guarantee scope
The scope of this guarantee covers the principal and interest, liquidated damages, damages and reasonable expenses for realizing creditor’s rights of the convertible bonds approved and issued by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and the beneficiaries of the guarantee are all the bondholders of this convertible bond.
The specific issuance scale and term of the convertible bonds issued by the company this time shall be subject to the convertible bond prospectus formulated and officially announced by the company at that time.
The scope of guarantee will be correspondingly reduced or invalidated as the bondholder carries out resale, share conversion or Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute repays the agreed principal, interest and other expenses on behalf of the bondholder.
(III) guarantee mode
Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) technology research institute undertakes the guarantee liability in the form of unconditional, irrevocable and joint liability guarantee.
(IV) guarantee period
Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute shall assume the guarantee liability from the date of the first main debt of the convertible bonds issued this time to the expiration of two years from the date of the last main debt of the convertible bonds issued this time.
If the company announces the early maturity of the debt (resale, early conversion, etc.) according to the convertible bond issuance plan approved by the CSRC, the guarantee liability period shall be two years from the early maturity date announced by the company.
If the convertible bonds issued by the company are performed by stages, the guarantee period for each period of debt shall be two years from the date of expiration of the last period of debt performance.
If the bondholder fails to require the guarantor to bear the guarantee liability within the period agreed in this article, the guarantor shall be exempted from the guarantee liability.
(V) guarantee fee
Both parties agree to charge a guarantee fee of one million yuan only (RMB 1000000) for the guarantee provided by Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute for the convertible bonds of the company. Party B shall pay the guarantee fee to Party A in a lump sum within thirty (30) working days from the effective date of this agreement.
5、 Accumulated various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of the year to the date of issuance of this verification opinion, except for this transaction, the company has no other related party guarantee with the above related parties. 6、 Relevant review procedures (I) review by the board of directors
The 13th meeting of the third board of directors of the company 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 made prior approval opinions and independent opinions. According to the articles of association and relevant provisions, this transaction still needs to be approved by the general meeting of shareholders. (II) deliberation by the board of supervisors
The 11th meeting of the third board of supervisors of the company deliberated and passed 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, and held that the controlling shareholder Shaanxi Aerospace Power Hi-Tech Co.Ltd(600343) Technology Research Institute of the company provided guarantee for the convertible corporate bonds issued by the company, which is in line with the actual needs of the company’s operation and development, It is a reasonable transaction and follows the principles of openness, fairness and impartiality. There is no situation that damages 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. (III) opinions of independent directors
The matter has been approved in advance by the independent directors, who have expressed their independent opinions on the transaction. The independent directors of the company 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. The independent directors agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation, and the related shareholders shall withdraw from voting. 7、 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.
In conclusion, the recommendation institution has no objection to Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) plans to accept the controlling shareholder to provide guarantee for the company’s issuance of convertible corporate bonds and related party transactions.
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(there is no text below, which is the signature page of Everbright Securities Company Limited(601788) opinions on Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) plans to accept the controlling shareholder to provide guarantee for the company’s issuance of convertible corporate bonds and related party transactions)
Sponsor representative (signature):
Wu Yanjie, Duan Hu
Everbright Securities Company Limited(601788) mm / DD / yyyy
