Western Securities Co.Ltd(002673)
About Beijing Telesound Electronics Co.Ltd(003004)
The verification opinions Western Securities Co.Ltd(002673) (hereinafter referred to as " Western Securities Co.Ltd(002673) " and "sponsor") on the guarantee matters and related party transactions related to the public issuance of convertible corporate bonds serve as the sponsor for the initial public offering and listing of Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as " Beijing Telesound Electronics Co.Ltd(003004) " and "company"), In accordance with 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 and other relevant provisions, we have carefully verified the guarantee matters and related party transactions related to the public issuance of convertible corporate bonds of Beijing Telesound Electronics Co.Ltd(003004) as follows:
1、 Overview of guarantee and related party transactions
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, the actual controller, 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.
The main body providing guarantee for the company's public issuance of convertible corporate bonds is the controlling shareholder Jiangsu Tianfu Investment Co., Ltd. and the actual controller Mr. Tan Zheng. 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.
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.
The above-mentioned connected transactions do not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, 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 Investment Co., Ltd. is the controlling shareholder of the company.
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, the actual controller of the company, and Jiangsu Tianfu Investment Co., Ltd., the controlling shareholder of the company, 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 the actual controller Tan Zheng and the controlling shareholder Jiangsu Tianfu Investment Co., Ltd. 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 minority shareholders and no violation of relevant laws and regulations. 5、 Since the beginning of the year, the total amount of various related party transactions with the related person has been accumulated
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.
6、 Opinions of independent directors
The independent directors' prior approval opinions are as follows: Tan Zhenghe, the actual controller and Jiangsu Tianfu Investment Co., Ltd., the controlling shareholder, shall 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.
The independent directors expressed the following independent opinions: Tan Zheng, the actual controller and Jiangsu Tianfu Investment Co., Ltd., the controlling shareholder, provided guarantee for the public issuance of convertible corporate bonds and assumed 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.
7、 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. (no text below)
(there is no text on this page, which is the signature and seal page of Western Securities Co.Ltd(002673) verification opinions on guarantee matters and related party transactions related to the public issuance of convertible corporate bonds by Beijing Beijing Telesound Electronics Co.Ltd(003004) Co., Ltd.) sponsor representative:
Li Chao Zhai Xiaodong
Western Securities Co.Ltd(002673) January 6, 2022
