Securities code: 300397 securities abbreviation: Xi’An Tian He Defense Technology Co.Ltd(300397) Announcement No.: 2022-003 Xi’An Tian He Defense Technology Co.Ltd(300397)
Announcement on providing counter guarantee for bank loans for holding subsidiaries
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 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) (hereinafter referred to as “the company” or ” Xi’An Tian He Defense Technology Co.Ltd(300397) “), intends 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 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 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
1. Name: Chengdu flux Technology Co., Ltd
2. Unified social credit Code: 9151010032156199
3. Establishment date: December 5, 2014
4. Address: 19 / F, building 2, No. 200, Tianquan Road, Chengdu high tech Zone
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)
9. Whether the guaranteed is a dishonest person: no
10. Ownership structure
No. name of shareholder capital contribution equity ratio (%)
(RMB 10000)
1 Xi’an Xi’An Tian He Defense Technology Co.Ltd(300397) Technology Co., Ltd. 510.2051.02
company
2 Wujing 325.4032.54
3 Zhao Chenxi 123.5012.35
4 Qiu Huaying 40.904.09
11. Key financial data
The financial data of Chengdu flux in 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
1. 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 the dishonest executee: No
9. Key financial data
The financial data of Chengdu small enterprise guarantee for the last year and the first period are as follows:
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 contract
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.
1. 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.
2. Counter guarantee period
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. Guarantee method of counter guarantee
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, Party B’s counter guarantee liability under this contract will not be reduced, whether Party A has other rights under this contract, whether a third party agrees to bear all or part of the debts under the entrustment contract, and whether other counter guarantees are provided by the debtor itself, Party A may directly require Party B to bear the counter guarantee liability within its counter guarantee scope in accordance with 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、 Opinions of the board of directors
The board of Directors believes that Chengdu flux, the holding subsidiary of the company, applied for a new working capital loan of RMB 5 million from Chengdu rural commercial bank to meet its business development and management needs, which is conducive to the steady development of Chengdu flux and in line with the overall interests of the company. Chengdu small enterprise guarantee provides guarantee for the bank loan of Chengdu flux, and the company guarantees Chengdu small enterprises to provide counter guarantee for this matter, which is conducive to the development of Chengdu flux business. Chengdu flux is a holding subsidiary of the company, the financial risk is within the controllable range, and other natural person shareholders of Chengdu flux, Wu Jing, Zhao Chenxi Qiu Huaying will provide counter guarantee for the company’s guarantee liability according to the proportion of its 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.
6、 Opinions of independent directors
The independent directors believe that the counter guarantee provided by the company for the bank loan of Chengdu flux, the holding subsidiary, is conducive to promoting its business development, improving its operating efficiency and profitability, is in line with the overall interests of the company, will not damage the interests of the company and shareholders, and will not have an adverse impact on the normal operation and business development of the company. The contents and decision-making procedures of this counter guarantee comply with the requirements of relevant laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of shares on the gem of Shenzhen Stock Exchange and so on. The independent directors unanimously agreed on the counter guarantee. 7、 Opinion of independent financial adviser
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