Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd
About Xi'An Tian He Defense Technology Co.Ltd(300397)
Verification opinions on providing counter guarantee for holding subsidiaries to bank loans
Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd. (hereinafter referred to as "founder underwriting sponsor" and "independent financial consultant") acts as an independent financial consultant for Xi'An Tian He Defense Technology Co.Ltd(300397) (hereinafter referred to as "company" and " Xi'An Tian He Defense Technology Co.Ltd(300397) ") to issue shares, purchase assets and raise supporting funds, We are now continuing to supervise Xi'An Tian He Defense Technology Co.Ltd(300397) in accordance with the relevant requirements of the Shenzhen Stock Exchange GEM Listing Rules and other documents.
1、 Overview of counter guarantee
Due to the needs of business development and operation management, Chengdu flux Technology Co., Ltd. (hereinafter referred to as "Chengdu flux"), a holding subsidiary of Xi'An Tian He Defense Technology Co.Ltd(300397) , plans to apply for a new working capital loan of RMB 5 million from the West Branch of Chengdu Rural Commercial Bank (hereinafter referred to as "Chengdu Rural Commercial Bank") for a period of one year, Chengdu Small Enterprise Financing Guarantee Co., Ltd. (hereinafter referred to as "Chengdu small enterprise guarantee") provides guarantee for the above loans of Chengdu flux. In order to support the operation and development of the holding subsidiary Chengdu flux, according to the requirements of the above loan guarantor Chengdu small enterprise guarantee, the company plans to provide corresponding counter guarantee to Chengdu small enterprise guarantee. The counter guarantee period is three years, starting from the date when Chengdu small enterprise guarantee actually assumes the guarantee responsibility. If the guarantee responsibility is assumed in several times, the counter guarantee period starts from the date when Chengdu small enterprise guarantee assumes the guarantee responsibility each time, Wu Jing, Zhao Chenxi and Qiu Huaying, other natural person shareholders of Chengdu flux, will provide counter guarantee for the guarantee liability of the company according to their proportion of capital contribution to Chengdu flux.
The company held the 21st Meeting of the 4th board of directors on January 4, 2022, deliberated and adopted the proposal on providing counter guarantee for bank loans of holding subsidiaries, and agreed that the company would provide counter guarantee for Chengdu small enterprises for bank loans of Chengdu flux, the holding subsidiary. At the same time, The board of directors of the company requests the general meeting of shareholders of the company to authorize the legal representative or authorized agent of the company to sign relevant business contracts and other legal documents and related matters with Chengdu small enterprise guarantee.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, this external guarantee shall be submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of the guaranteed
The guarantee object is the holding subsidiary of the company, and the details are as follows:
(i) Name: Chengdu flux Technology Co., Ltd
（2） Unified social credit Code: 9151010032156199
（3） Date of establishment: December 5, 2014
（4） Registered address: 19 / F, building 2, No. 200, Tianquan Road, high tech Zone, Chengdu
（5） Legal representative: he Zenglin
（6） Registered capital: RMB 10 million
（7） Business scope: design, development and sales: integrated circuit chips, electronic devices and integrated circuit modules; Development and sales of computer software and hardware; Technical development, technical consultation and technical services of communication equipment; Educational advisory services; Import and export of goods and technologies (excluding those prohibited by the state or involving administrative examination and approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
（8） Relationship with the company: it is the holding subsidiary of the company (the company holds 51.02% of its equity) (IX) whether the guaranteed is a dishonest executee: no
（10） Ownership structure of the guaranteed
No. shareholder name capital contribution equity ratio
(RMB 10000) (%)
1 Xi'An Tian He Defense Technology Co.Ltd(300397) 510.2051.02
2 Wujing 325.4032.54
3 Zhao Chenxi 123.5012.35
4 Qiu Huaying 40.904.09
（11） The financial data of the guarantor for the latest year and the first period are as follows:
Unit: RMB 10000
Financial data as of September 30, 2021 and December 31, 2020 (Unaudited) (audited)
Total assets 5180.643775.53
Total liabilities 5729.774142.68
Including: total bank loans 0.000.00
Total current liabilities 5423.773772.68
Net assets -549.13-367.15
Financial data January September 2021 January December 2020
(Unaudited) (audited)
Operating income 572.29229.38
Total profit -183.54-530.02
Net profit -181.98-530.12
3、 Basic information of counter guarantee object
(i) Name of counter guarantee object: Chengdu Small Enterprise Financing Guarantee Co., Ltd
（2） Unified social credit Code: 915101007280772624
（3） Date of establishment: March 25, 2004
（4） Registered capital: RMB 250 million
（5） Legal representative: Chen Jian
（6） Business scope: operating loan guarantee, bill acceptance guarantee, trade financing guarantee, project financing guarantee, letter of credit guarantee and other financing guarantee businesses; Non financing guarantee businesses such as litigation preservation guarantee, bid guarantee, advance payment guarantee, project performance guarantee, tail payment such as contract repayment guarantee; Financing consulting, accounting consulting and other intermediary services related to guarantee business and other businesses approved by regulatory authorities (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
（7） Affiliated relationship: there is no affiliated relationship between the company and Chengdu Small Enterprise Financing Guarantee Co., Ltd
（8） Whether the counter guarantee object is a dishonest executee: no
（9） Financial data of the counter guarantee object in the latest year and period
Unit: RMB 10000
Financial data as of September 30, 2021 and December 31, 2020 (Unaudited) (Unaudited)
Total assets 379577.38368813.76
Total liabilities 99173.80142042.05
Including: total bank loans 0.000.00
Total current liabilities 33980.7179175.83
Net assets 280403.58226771.70
Financial data January September 2021 January December 2020
(Unaudited) (Unaudited)
Operating income: 8629.519445.99
Total profit 4164.724715.03
Net profit 3631.884057.40
4、 Main contents of counter guarantee agreement to be signed
Party A: Chengdu Small Enterprise Financing Guarantee Co., Ltd
Party B: Xi'An Tian He Defense Technology Co.Ltd(300397)
Debtor: Chengdu flux Technology Co., Ltd
According to the debtor's application, Party A decides to provide corresponding guarantee for the debt under the relevant main contract (including but not limited to loan contract, acceptance agreement, etc.) signed between the debtor and Chengdu Rural Commercial Bank West Branch, and sign the entrusted guarantee agreement. At the request of Party A and the debtor, Party B is willing to provide Party A with corresponding guarantee counter guarantee based on the guarantee responsibility undertaken by Party A for the debtor.
(i) Scope of Party B's counter guarantee
1. The compensation amount of Party A and the corresponding interest from the date of compensation shall be calculated at the fixed interest rate of twice the one-year LPR published in the month of compensation, and the interest rate shall not be adjusted with the adjustment of LPR;
2. Other expenses incurred by Party A due to undertaking the guarantee liability include but are not limited to litigation fees (arbitration fees), property preservation fees, lawyer fees, case investigation fees, announcement fees, execution fees, evaluation fees, auction fees, notarization fees, etc. and losses;
3. Expenses for realizing creditor's rights arising from Party A's recovery from Party B (including but not limited to litigation fees (arbitration fees), property preservation fees, lawyer fees, case investigation fees, announcement fees, execution fees, evaluation fees, auction fees, notarization fees, etc.) and other expenses;
4. The guarantee fee and liquidated damages agreed in the entrusted guarantee agreement signed by Party A and the debtor;
5. Other losses of Party A.
The guarantee period is three years, counting from the date when Party A actually assumes the guarantee responsibility. If the suretyship liability is assumed in several times, the guarantee period of counter guarantee shall be calculated from the date when the suretyship liability is assumed each time.
（3） Counter guarantee guarantee method
The guarantee is irrevocable joint and several liability guarantee.
After Party A undertakes the guarantee responsibility to the creditor, Party A has the right to directly require Party B to undertake the guarantee responsibility within its guarantee scope. After Party A undertakes the guarantee liability to the creditor, no matter whether Party A has other counter guarantees under this item (including but not limited to guarantee, mortgage, pledge, letter of guarantee, standby letter of credit and other guarantee methods), no matter when the above other counter guarantees are established and effective, and whether Party A claims against other counter guarantors, No matter whether a third party agrees to bear all or part of the debts under the entrustment contract, or whether other counter guarantees are provided by the debtor, Party B's counter guarantee liability under the contract will not be reduced. Party A can directly require Party B to bear the counter guarantee liability within the scope of its counter guarantee according to the contract, and Party B will not raise any objection.
The counter guarantee contract has not been formally signed with the guarantee company for the above counter guarantee matters, and the specific counter guarantee contents shall be subject to the contract. The company will timely perform the obligation of information disclosure according to the signing of the counter guarantee contract.
5、 Accumulated external guarantees and overdue guarantees
As of the date of issuance of this verification opinion, the total amount of external guarantees approved by the company and its subsidiaries is RMB 88 million (including this guarantee), accounting for 70.94% of the company's audited net assets attributable to shareholders of Listed Companies in 2020, and the total balance of guarantees provided by the company and its holding subsidiaries is RMB 124.3992 million, Accounting for 10.03% of the company's audited net assets attributable to shareholders of Listed Companies in 2020. Except for this counter guarantee
