Securities code: 300397 securities abbreviation: Xi’An Tian He Defense Technology Co.Ltd(300397) Announcement No.: 2022-001 Xi’An Tian He Defense Technology Co.Ltd(300397)
Announcement on resolutions of the 21st Meeting of the 4th board of directors
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、 Convening of board meeting
The 21st Meeting of the 4th board of directors of Xi’An Tian He Defense Technology Co.Ltd(300397) (hereinafter referred to as “the company”) was held by means of communication on January 4, 2022, and the notice of the meeting was sent by on-site, telephone and e-mail on December 30, 2021. The meeting was convened by Mr. He Zenglin, chairman of the board of directors. There were 7 directors who should attend the meeting, and 7 directors actually attended the meeting, which met the quorum for convening the meeting of the board of directors. The meeting was held in accordance with the company law of the people’s Republic of China and the articles of association, and the meeting was held legally and effectively.
2、 Deliberations of the board meeting
(i) The proposal on capital increase of wholly owned subsidiaries was deliberated and adopted
According to the company’s strategic development plan and business development needs and the business development needs of the company’s wholly-owned subsidiary Xi’an Tianhe Tengfei Communication Industrial Park Co., Ltd. (hereinafter referred to as “Tianhe Tengfei”), in order to further enhance Tianhe Tengfei’s business expansion ability and financial strength and promote the smooth implementation of the company’s overall strategic development plan, The company plans to increase the capital of Tianhe Tengfei by 230 million yuan with its own funds. After the capital increase, the registered capital of Tianhe Tengfei increased from RMB 100 million to RMB 330 million, and the company still holds 100% of its equity.
Meanwhile, the board of directors of the company requested the general meeting of shareholders of the company to approve and authorize the management of the company to handle the matters related to the above capital increase.
For details, see the announcement on capital increase of wholly-owned subsidiaries issued by the company on the gem information disclosure website designated by the CSRC on the same day.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（2） Deliberated and adopted the amendment on wholly owned subsidiaries
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Proposal for
According to the proposal on capital increase of wholly-owned subsidiaries to be submitted to the company’s first extraordinary general meeting in 2022, it is proposed to amend the registered capital and other relevant provisions in the articles of association of Tianhe Tengfei, a wholly-owned subsidiary.
The board of directors of the company requests the general meeting of shareholders to approve and authorize the management of the company to handle relevant industrial and commercial change registration matters. See the amendment to the articles of association of Xi’an Tianhe Tengfei Communication Industrial Park Co., Ltd. published by the company on the gem information disclosure website designated by the CSRC on the same day.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（3） The proposal on providing counter guarantee for holding subsidiaries to bank loans was deliberated and adopted
The board of Directors believes that Chengdu flux Technology Co., Ltd. (hereinafter referred to as “Chengdu flux”), the holding subsidiary of the company, applied for a new working capital loan of RMB 5 million from the West Branch of Chengdu Rural Commercial Bank in order to meet its business development and management needs, facilitate the steady development of Chengdu flux and meet the overall interests of the company. Chengdu Small Enterprise Financing Guarantee Co., Ltd. provides guarantee for the bank loan of Chengdu flux, and the company provides counter guarantee for Chengdu Small Enterprise Financing Guarantee Co., Ltd. on this matter, which is conducive to the development of Chengdu flux business. Chengdu flux is a holding subsidiary of the company, and the financial risk is within the controllable range, In addition, 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 counter guarantee provided this time complies with the provisions of relevant laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association, and there is no behavior damaging the interests of the company and shareholders. The board of directors agrees to this counter guarantee.
Meanwhile, the board of directors of the company requested the general meeting of shareholders of the company to agree to authorize the legal representative or authorized agent of the company to sign relevant business contracts, other legal documents and related matters with Chengdu Small Enterprise Financing Guarantee Co., Ltd.
For details, see the announcement on providing counter guarantee for bank loans for holding subsidiaries issued by the company on the gem information disclosure website designated by the CSRC on the same day.
The independent directors of the company expressed their explicit consent to the matter. For details, see the independent opinions of independent directors on matters related to the 21st Meeting of the Fourth Board of directors published on the gem information disclosure website designated by the CSRC on the same day.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（4） The proposal on convening the company’s first extraordinary general meeting in 2022 was reviewed and approved. The company plans to hold the first extraordinary general meeting in 2022 on Friday, January 21, 2022. For details, see the notice on convening the first extraordinary general meeting in 2022 issued by the company on the gem information disclosure website designated by the CSRC on the same day.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
3、 Documents for future reference
(i) Resolution of the 21st Meeting of the 4th board of directors of the company;
（2） Independent opinions of independent directors on matters related to the 21st Meeting of the Fourth Board of directors;
（3） Verification opinions of Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd. on Xi’An Tian He Defense Technology Co.Ltd(300397) providing counter guarantee for bank loans of holding subsidiaries.
It is hereby announced
Board of directors January 5, 2002
