Securities code: Suzhou Huaya Intelligence Technology Co.Ltd(003043) securities abbreviation: Suzhou Huaya Intelligence Technology Co.Ltd(003043) Announcement No.: 2022018 Suzhou Huaya Intelligence Technology Co.Ltd(003043)
The actual controller of the company is this public offering of convertible corporate bonds
Announcement on provision of guarantee and related party transactions
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.
Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as “the company”) held the 12th meeting of the second board of directors and the 10th meeting of the second board of supervisors on April 18, 2022, deliberated and adopted the proposal on the guarantee and related party transactions provided by the actual controller of the company for the public offering of convertible corporate bonds. The relevant matters are hereby announced as follows:
1、 Overview of guarantee
The company plans to publicly issue convertible corporate bonds of no more than 340 million yuan (including 340 million yuan), and the actual controllers of the company, Wang Cainan, Lu Qiaoying and Wang Jingyu, provide guarantee and bear joint and several guarantee liabilities. The scope of guarantee covers 100% of the principal and interest, liquidated damages, damages and reasonable expenses for realizing the creditor’s rights of the convertible corporate bonds issued by the company with the approval of the CSRC. The beneficiaries of the guarantee are all bondholders, so as to ensure that the principal and interest of the convertible bonds are paid in full and on time as agreed. The above guarantee does not charge any guarantee fee from the company, nor does it require the company to provide counter guarantee.
2、 Introduction to related parties
Name: Wang Cainan, Lu Qiaoying, Wang Jingyu
Related relationship: Wang Cainan, Lu Qiaoying and Wang Jingyu are the actual controllers of the company. Wang Cainan and Lu Qiaoying are husband and wife, and Wang Jingyu is the son of Wang Cainan and Lu Qiaoying. Wang Cainan is the controlling shareholder of the company and serves as the chairman and general manager of the company. Wang Jingyu serves as a director of the company.
3、 Internal decision-making procedures of the listed company on the performance of this guarantee
The company held the 12th meeting of the second board of directors and the 10th meeting of the second board of supervisors, deliberated and adopted the proposal on the guarantee and related party transaction provided by the actual controller of the company for the public offering of convertible corporate bonds, and submitted it to the general meeting of shareholders for deliberation. The independent directors expressed their prior approval opinions and independent opinions.
Related natural persons Wang Cainan, Lu Qiaoying and Wang Jingyu are the actual controllers of the company, and this guarantee constitutes a related party transaction.
4、 Main contents of the letter of guarantee
(1) Guarantor: Wang Cainan, Lu Qiaoying, Wang Jingyu
(2) Guarantee beneficiary: all bondholders of convertible bonds issued this time
(3) Guaranteed bonds and amount: the company plans to apply for public issuance of convertible bonds of no more than 340 million yuan (including this amount) (the specific issuance scale is within the scope approved by the CSRC, which shall be determined by the board of directors authorized by the general meeting of shareholders and the authorized person of the board of directors).
(4) Guarantee method: full, unconditional and irrevocable joint and several liability guarantee.
(5) Scope of guarantee: subject to the approval of the CSRC, the principal and interest, liquidated damages, damages and reasonable expenses incurred by the creditor to realize the creditor’s rights of the convertible bonds issued this time. Among them, all reasonable expenses incurred by the creditor for realizing the creditor’s rights refer to the reasonable expenses incurred for realizing the creditor’s rights and exercising any rights and interests in accordance with the prospectus for convertible corporate bonds and the letter of guarantee issued this time, including but not limited to legal fees (or arbitration fees), lawyer’s fees, evaluation fees, auction fees, etc.
(6) Guarantee period: the duration of the convertible bonds issued this time and within two years from the date of maturity of the bonds, or the date when the main creditor’s rights (i.e. the principal and interest of the convertible bonds issued this time) are extinguished (whichever comes first). If the bondholder fails to require the guarantor to bear the guarantee liability within this period, the guarantor shall be exempted from the guarantee liability.
(7) Exercise of Rights: in case of any of the following circumstances, the bondholder has the right to require the guarantor to bear joint and several guarantee liabilities within the guarantee scope specified in this guarantee letter: (1) the company cannot pay the principal and interest of the convertible corporate bonds in full when the principal and interest of the convertible corporate bonds issued this time are due; (2) The company fails to pay the principal, interest payable, liquidated damages, damages and all reasonable expenses for realizing the creditor’s rights of the convertible corporate bonds issued this time according to the time and amount promised in the prospectus for convertible corporate bonds; (3) In case of any change in the purpose of the raised funds, the company fails to perform the procedures for changing the purpose of the raised funds as required.
(8) Transfer or pledge of bonds: if the bondholder transfers or pledges the bonds to a third party according to law, the guarantor shall continue to bear the guarantee liability within the guarantee scope specified in the guarantee letter.
(9) Change of principal creditor’s rights: upon the proposal of the company and the approval of the meeting of convertible corporate bond holders, if the interest rate and interest payment method of corporate bonds are changed, if the guarantor’s liability is not increased, the guarantor will continue to bear the guarantee liability under the letter of guarantee without the consent of the guarantor.
(10) Accelerated maturity: before the maturity of the convertible corporate bonds issued this time, when the guarantor has major events that are sufficient to affect the rights and interests of the bondholders, the company shall provide new guarantees within a reasonable period. If the company fails to provide new guarantees, the bondholders have the right to require the company and the guarantor to cash the principal and interest of the bonds in advance.
(11) Confidentiality obligation: the guarantor promises that the business secrets and non-public information of the company known due to the performance of the letter of guarantee shall not be disclosed to any third party other than the letter of guarantee without the consent of the company or the performance of relevant information disclosure procedures.
(12) Effectiveness of the letter of guarantee: the letter of guarantee shall take effect on the date when the convertible corporate bonds are approved by the CSRC and issued for listing.
5、 Prior approval opinions of independent directors
We believe that the company’s issuance of convertible corporate bonds is mainly to meet the company’s raised investment projects and reduce financing costs. The actual controller provides guarantee for the convertible corporate bonds issued by the company this time, which meets the actual needs of the company’s operation and development. It is a reasonable transaction behavior, reflects the actual controller’s support for the company, conforms to the interests of the company and all shareholders, has no adverse impact on the independence of the company, has no behavior and situation damaging the interests of the company and minority shareholders, and complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Therefore, we agree that the actual controller shall provide guarantee for the company and the convertible corporate bonds issued this time, and agree to submit the proposal on the guarantee and related party transaction provided by the actual controller for the public issuance of convertible corporate bonds to the board of directors for deliberation.
6、 Opinions of independent directors
According to the relevant provisions of the company law, the rules for independent directors of listed companies, the articles of association and other laws and regulations, as independent directors of the company, we believe that the actual controller of the company provides guarantee for the company in order to better meet the needs of the company’s operation and development, without charging any guarantee fees and providing counter guarantee, which reflects the actual controller’s support for the company. The matter is open, fair, reasonable and compliant, conforms to the actual situation and business development needs of the company, is conducive to the production and operation of the company, and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders. During the consideration of this matter, the related directors avoided voting, the procedure was legal, the basis was sufficient, and the relevant guarantee behavior met the requirements of relevant laws and regulations. We agree that the actual controller of the company provides guarantees and related party transactions for the company, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Documents for future reference
1. Resolution of the 12th meeting of Suzhou Huaya Intelligence Technology Co.Ltd(003043) the second board of directors; 2. Resolution of the 10th meeting of Suzhou Huaya Intelligence Technology Co.Ltd(003043) the second board of supervisors; 3. Prior approval opinions of independent directors on matters related to the 12th meeting of the second board of directors; 4. Independent opinions of independent directors on matters related to the 12th meeting of the second board of directors; 5. Letter of guarantee signed by actual controller. It is hereby announced!
Suzhou Huaya Intelligence Technology Co.Ltd(003043) board of directors April 19, 2022
