Securities code: Sichuan Tianyi Comheart Telecom Co.Ltd(300504) securities abbreviation: Sichuan Tianyi Comheart Telecom Co.Ltd(300504) Announcement No.: 2022022 Sichuan Tianyi Comheart Telecom Co.Ltd(300504)
Announcement on the guarantee provided by the controlling shareholder and actual controller for the company’s application for comprehensive credit line from the bank
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 guarantee and related party transactions provided by controlling shareholders and actual controllers for the company’s application for comprehensive credit line from banks
On April 11, 2022, the company held the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors, which deliberated and adopted the proposal on the controlling shareholder and actual controller providing guarantee for the company to apply for comprehensive credit line from the bank. The related directors have avoided voting, and the independent directors have expressed their prior approval and independent opinions. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
In order to solve the problem that the company needs to guarantee the comprehensive credit line in foreign currency with a total amount of no more than 120 million yuan or equivalent, the controlling shareholder of the company, Sichuan Tianyi Group Co., Ltd. and the actual controller, Li Shihong, provide joint and several liability guarantee for the company. The company will apply to the bank in batches in combination with the actual capital needs of business development, and the above guarantor will sign relevant guarantee contracts with the bank according to the company’s financing plan.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the controlling shareholder of the company, Sichuan Tianyi Group Co., Ltd. and the actual controller, Li Shihong, are affiliated persons of the company, and this transaction constitutes a connected transaction.
According to the company law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other relevant laws and regulations, as well as the provisions of the articles of association, the controlling shareholders and actual controllers provide free guarantees for the company, and the company does not provide counter guarantees or pay guarantee fees, The amount of related party transactions actually occurred in this guarantee is zero. The above guarantee matters need to be submitted to the general meeting of shareholders for deliberation, and the related shareholders will avoid voting on the proposal at the general meeting of shareholders.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
(I) Sichuan Tianyi Group Co., Ltd
Company name: Sichuan Tianyi Group Co., Ltd
Company type: limited liability company (invested or controlled by natural person)
Registered capital: 132.38 million yuan
Date of establishment: November 20, 2000
Address: No. 210, West Street, Jinyuan Town, Dayi, Chengdu
Legal representative: Li Junxia
Unified social credit Code: 9151010072535923xq
Business scope: holding company services, enterprise headquarters management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
As of December 31, 2021, the total assets of Sichuan Tianyi Group Co., Ltd. (consolidated, the same below) are 33531917 million yuan. The net assets attributable to the parent company are 1470648700 yuan. The operating income is 23981016 million yuan. The net profit was 1781829 million yuan. The above data have not been audited.
The equity structure of Sichuan Tianyi Group Co., Ltd. is as follows:
No. name of shareholder contribution amount (10000 yuan) contribution proportion (%)
1 Li Shihong 432315 32.66
2 li Junxia 445742 33.67
3 Li Jun painting 445742 33.67
The shareholders of Sichuan Tianyi Group Co., Ltd. are Li Shihong, Li Junxia and Li Junhua. Sichuan Tianyi Group Co., Ltd. currently holds 83775060 shares of the company, accounting for 30.68% of the total share capital of the company, and is the controlling shareholder of the company.
(II) Mr. Li Shihong
Mr. Li Shihong, Chinese nationality, without permanent residency abroad, is the current chairman of the company and the actual controller of the company. Mr. lishihong directly holds 27974700 shares of the company, accounting for 10.24% of the total share capital of the company; Sichuan Tianyi Group Co., Ltd. indirectly holds 27360935 shares, accounting for 10.02% of the total share capital of the company, and holds a total of 55335635 shares, accounting for 20.26% of the total share capital of the company.
3、 Main contents and pricing principles of related party transactions
The controlling shareholder of the company, Sichuan Tianyi Group Co., Ltd. and the actual controller, Li Shihong, provided joint and several liability guarantee for the company to apply for a comprehensive credit line in foreign currency with a total amount of no more than 120 million yuan or equivalent. The company will apply to the bank in batches in combination with the actual capital needs of business development, and the above guarantor will sign relevant guarantee contracts with the bank according to the company’s financing plan. The controlling shareholder and actual controller provide free guarantee for the company. The company does not provide counter guarantee or pay guarantee fees. The amount of related party transactions actually occurred in this guarantee is zero.
4、 Purpose of transaction and its impact on Listed Companies
The controlling shareholder of the company, Sichuan Tianyi Group Co., Ltd. and the actual controller, Mr. Li Shihong, provided joint and several liability guarantee for the company’s comprehensive credit line with a total amount of no more than 120 million yuan or equivalent foreign currency, solved the problem that the company needs guarantee for bank financing, helped the company obtain credit, meet the funds required for daily operation and support the development of the company, and the guarantee company does not pay guarantee fees this time, It reflects the support of the controlling shareholders and actual controllers to the company, which is in line with the interests of the company and all shareholders, and will not have an adverse impact on the company’s operating performance.
5、 From the beginning of the year to the disclosure date, the total amount of various related party transactions accumulated with the controlling shareholder Sichuan Tianyi Group Co., Ltd. and the actual controller Mr. Li Shihong
Name of related parties cumulative amount of related party transactions from the beginning of the year to the disclosure date (10000 yuan)
Li Shihong salary 10.8
6、 Prior approval and independent opinions of independent directors
The independent directors of the company approved the guarantee in advance and agreed to submit the proposal on the controlling shareholder and actual controller providing guarantee for the company’s application for comprehensive credit line to the bank to the fifth meeting of the Fourth Board of directors for deliberation, and the related directors need to avoid voting.
After verification, the independent directors agreed that the controlling shareholder and actual controller provided free guarantee for the company’s comprehensive credit line with a total amount of no more than 120 million yuan or equivalent foreign currency applied to the bank, and the company did not provide counter guarantee or pay guarantee fees. The amount of connected transactions actually incurred in this guarantee was zero, which was in line with the interests of the company and all shareholders and would not have an adverse impact on the company’s operating performance, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
When the board of directors votes on this connected transaction, the connected directors avoid voting, and the procedure is legal. The above-mentioned related party transactions have been deliberated and passed, and the necessary legal procedures have been fulfilled, which is in line with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of Association and other relevant provisions. In conclusion, the independent directors unanimously agreed that the controlling shareholder and the actual controller would provide guarantee for the company to apply for the comprehensive credit line from the bank.
7、 Documents for future reference
1. Resolutions of the 5th meeting of the 4th board of directors of the company;
2. Resolutions of the 5th meeting of the 4th board of supervisors of the company;
3. Prior approval opinions of independent directors on matters related to the fifth meeting of the Fourth Board of directors of the company; 4. Independent opinions of independent directors on matters related to the fifth meeting of the Fourth Board of directors of the company.
It is hereby announced.
Sichuan Tianyi Comheart Telecom Co.Ltd(300504) board of directors April 12, 2022
