Securities code: 003004 securities abbreviation: Beijing Telesound Electronics Co.Ltd(003004) Announcement No.: 2022-004 Beijing Telesound Electronics Co.Ltd(003004)
Announcement on guarantee matters and related party transactions related to the public issuance of convertible corporate bonds by the company
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.
Important content tips:
Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as " Beijing Telesound Electronics Co.Ltd(003004) " or "the company") plans to publicly issue convertible corporate bonds (hereinafter referred to as "this issuance"), which is guaranteed by Tan Zheng, the actual controller, and Jiangsu Tianfu Investment Co., Ltd., the controlling shareholder.
This transaction does not constitute a major asset restructuring.
The transaction has been deliberated and approved at the 14th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors. The independent directors of the company have approved it in advance and expressed their agreed independent opinions. This transaction needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders shall avoid voting.
1、 Overview of guarantee and related party transactions
1. Beijing Telesound Electronics Co.Ltd(003004) it is proposed to publicly issue convertible corporate bonds, and the total amount of funds raised shall not exceed 280 million yuan (including 280 million yuan). The issuance of convertible corporate bonds is guaranteed by Tan Zheng, one of the actual controllers, and Jiangsu Tianfu Investment Co., Ltd., the controlling shareholder, and assumes joint and several guarantee liabilities. The guarantee scope covers the principal and interest, liquidated damages, damages and reasonable expenses for realizing creditor's rights of the convertible corporate bonds approved and issued by the CSRC. The beneficiaries of the guarantee are all bondholders, so as to ensure that the principal and interest of the convertible corporate bonds are paid in full and on time as agreed. Tan Zheng and Jiangsu Tianfu Investment Co., Ltd. have signed the letter of guarantee for the above guarantee on January 6, 2022.
2. The main body providing guarantee for the company's public issuance of convertible corporate bonds is Mr. Tan Zheng, the controlling shareholder of the company, Jiangsu Tianfu Investment Co., Ltd. and one of the actual controllers. As of January 6, 2022, Jiangsu Tianfu Investment Co., Ltd. directly holds Beijing Telesound Electronics Co.Ltd(003004) 36.16% shares, and Tan Zheng directly holds Beijing Telesound Electronics Co.Ltd(003004) 14.34%, Jiangsu Tianfu Investment Co., Ltd. indirectly controls 36.16% of the company's shares and 50.50% of the company's shares in total. It is the actual controller of the company. According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association, the above guarantee matters constitute related party transactions.
3. On January 6, 2022, the company held the 14th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on guarantee matters and related party transactions related to the company's public issuance of convertible corporate bonds, and the related directors abstained from voting on the above matters. The independent directors of the company recognized in advance and expressed their agreed independent opinions. According to the articles of association and relevant provisions, this transaction still needs to be approved by the general meeting of shareholders, and the connected persons interested in the connected transaction will withdraw from voting.
4. The above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies, do not constitute a reorganization and listing, and do not need to be approved by relevant departments.
2、 Basic information of related parties
1. Tan Zheng, male, born in 1961, Chinese nationality, is the legal representative and one of the actual controllers of the company, and holds the position of chairman and general manager of the company.
Credit status: Tan Zheng is not an executee who has been publicized by the CSRC on the open inquiry platform of illegal and dishonest information in the securities and futures market or included in the dishonesty by the people's court.
2. Jiangsu Tianfu Investment Co., Ltd
Unified social credit Code: 91321183579498732j
Type: limited liability company (invested or controlled by natural person)
Registered capital: 40.19 million yuan
Legal representative: Tan Zheng
Date of establishment: July 27, 2011
Registered address: room 302-c, floor 3, shuangchuang building, No. 9, Xianlin East Road, Baohua Town, Jurong City
Business scope: investment management and asset management; Equity investment; Economic and business consulting services; Development and construction of science and technology park; Investment and property management of science and technology park; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The shareholders of Jiangsu Tianfu Investment Co., Ltd. are tan Zheng and Tan Tian, and the actual controller is Tan Zheng; Jiangsu Tianfu
Upon inquiry, Jiangsu Tianfu Investment Co., Ltd. is not a dishonest executee.
3、 Pricing policy and basis of related party transactions
In order to solve the guarantee problem of the company's public issuance of convertible corporate bonds and support the development of the company, Tan Zheng, one of the actual controllers of the company, and Jiangsu Tianfu Investment Co., Ltd., the controlling shareholder, provide joint and several liability guarantee for the company's public issuance of convertible corporate bonds. The guarantee does not charge any guarantee fee from the company and does not require the company to provide counter guarantee.
4、 Transaction purpose and impact on the company
The above guarantee and related party transactions reflect the support of Tan Zheng, one of the actual controllers, and Jiangsu Tianfu Investment Co., Ltd., the controlling shareholder, for the development of the company, which is conducive to the normal production and operation activities of the company and in line with the interests of the company and all shareholders. There is no damage to the interests of small and medium-sized shareholders and no violation of relevant laws and regulations.
5、 Main contents of the letter of guarantee
1. Guarantor: Tan Zheng, Jiangsu Tianfu Investment Co., Ltd
2. Guaranteed bonds: convertible corporate bonds with a total amount of no more than 280 million yuan (including the principal amount) to be applied for public issuance this time (the name of the bonds shall be subject to the approval of the CSRC, and the final issuance scale shall be subject to the final issuance result).
3. Guarantee method: the guarantor shall undertake the guarantee liability in the form of full, unconditional and irrevocable joint guarantee.
4. Guarantee period: the guarantee period of the guarantor is two years from the duration of the convertible corporate bonds and the maturity date of the current convertible corporate bonds. If the company announces the early maturity of debt (resale, early conversion, etc.) according to the current convertible corporate bond issuance plan approved by the CSRC, the guarantee liability period shall be two years from the early maturity date announced by the company.
5. Guarantee scope: the guarantee scope guaranteed by the guarantor includes the principal and interest, liquidated damages, damages and reasonable expenses for realizing creditor's rights of convertible corporate bonds issued to the public.
6. Change of principal creditor's rights: during the period when the guarantor assumes the guarantee liability, if the interest rate, term and principal and interest repayment method of the current convertible corporate bonds are changed with the approval of the bondholders' meeting, if the guarantor's liability is not increased, the guarantor will continue to bear the guarantee liability under the guarantee letter without the consent of the guarantor.
6、 The total amount of various related party transactions accumulated with the related party from the beginning of the year to the disclosure date
From the beginning of this year to the disclosure date of this announcement, in addition to this transaction, other related party transactions between the listed company and the above related parties are as follows:
On December 23, 2020, the company held the fifth meeting of the Fourth Board of directors, deliberated and adopted the proposal on the actual controller providing guarantee for the company's financing matters. The actual controllers Mr. Tan Zheng and Ms. Nie Rong intend to provide guarantee for the company's financing matters free of charge, with a total guarantee amount of no more than 250 million yuan and a validity period of three years, and the guarantee amount is recycled within the validity period.
7、 Decision making procedures for the performance of this connected transaction and opinions of relevant parties
1. Approval procedure
On January 6, 2022, the company held the 14th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on guarantee matters and related party transactions related to the company's public issuance of convertible corporate bonds, and the related directors abstained from voting on the above matters. The independent directors of the company recognized in advance and expressed their agreed independent opinions. According to the articles of association and relevant provisions, this transaction must be approved by the general meeting of shareholders.
2. Prior approval and independent opinions of independent directors
(1) Prior approval opinion
The independent directors' prior approval opinions are as follows: Tan Zheng, one of the actual controllers, and Jiangsu Tianfu Investment Co., Ltd., the controlling shareholder, provide guarantee for the public issuance of convertible corporate bonds and bear joint and several guarantee liabilities. The matter constitutes a related party guarantee, which complies with the requirements of relevant laws and regulations, conforms to the interests of the company and all shareholders, and does not damage the interests of the company and shareholders, especially minority shareholders. It is agreed to submit the proposal on guarantee matters and connected transactions related to the public issuance of convertible corporate bonds to the 14th meeting of the Fourth Board of directors for deliberation. When the board of directors deliberates the above connected transactions, the connected directors shall withdraw. (2) Independent opinion
Independent directors express independent opinions as follows: Tan Zhenghe, one of the actual controllers, and Jiangsu Tianfu Investment Co., Ltd., the controlling shareholder, provide guarantee for the public issuance of convertible corporate bonds and bear joint and several guarantee liabilities. During the consideration of this matter, the affiliated directors withdrew and the non affiliated Directors voted in favor. The board of directors formed an effective resolution with legal procedures. The relevant affiliated guarantee acts comply with the requirements of relevant laws and regulations and the interests of the company and all shareholders. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. It is agreed to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8、 Verification opinions of the recommendation institution
After verification, Western Securities Co.Ltd(002673) it is considered that the above related party transactions have been reviewed and approved at the 14th meeting of the Fourth Board of directors of the company, and the related directors withdraw from voting; The board of supervisors issued audit opinions; All independent directors have expressed their prior approval opinions and consent opinions; The related party transaction still needs to be submitted to the general meeting of shareholders for deliberation and approval. The above connected transactions have fulfilled the necessary examination and approval procedures, comply with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business, the articles of association and so on, and do not harm the interests of the company and all shareholders.
Western Securities Co.Ltd(002673) has no objection to Beijing Telesound Electronics Co.Ltd(003004) public issuance of convertible corporate bonds and related party transactions.
9、 Documents for future reference
1. Resolutions of the 14th meeting of the 4th board of directors of the company;
2. Resolutions of the 10th meeting of the 4th board of supervisors of the company;
3. Prior approval opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors; 4. Independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors;
5. Western Securities Co.Ltd(002673) verification opinions on Beijing Telesound Electronics Co.Ltd(003004) public issuance of convertible corporate bonds and related party transactions.
It is hereby announced.
Beijing Telesound Electronics Co.Ltd(003004) board of directors January 9, 2022
