Hualong Securities Co., Ltd
About Zhejiang Taitan Co.Ltd(003036)
Guarantees for public issuance of convertible corporate bonds
Verification opinions on related party transactions
Hualong Securities Co., Ltd. (hereinafter referred to as “Hualong securities” and “sponsor”) as the sponsor of Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as ” Zhejiang Taitan Co.Ltd(003036) ” and “company”) initial public offering of shares, in accordance with the measures for the administration of securities issuance and listing sponsor business, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, Prudential verification has been conducted on the guarantee provided by Zhejiang Taitan Co.Ltd(003036) public issuance of convertible corporate bonds and related party transactions. The details are as follows:
1、 Overview of guarantee and related party transactions
Zhejiang Taitan Co.Ltd(003036) the total amount of funds raised in this public offering is convertible corporate bonds of no more than RMB 295.5 million (including this amount). It is proposed that its controlling shareholder Shaoxing Titan Investment Co., Ltd. (hereinafter referred to as “Titan investment”) will provide guarantee for this offering by means of share pledge.
1. Guarantee details
Titan investment, the controlling shareholder of the company, takes its legally owned shares as the pledge for the pledge guarantee of convertible corporate bonds. The above guarantee covers 100% of the principal and interest, liquidated damages, damages and reasonable expenses for realizing creditor’s rights of the company’s convertible corporate bonds approved and issued by the CSRC. The beneficiaries of the guarantee are all bondholders.
2. The above guarantee does not charge any guarantee fee from the company, nor does it require the company to provide counter guarantee.
3. Titan investment is the controlling shareholder of the company. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Titan investment is a related party of the company, so this guarantee constitutes a related party transaction.
4. The company held the 7th Meeting of the 9th board of directors and the 7th Meeting of the 9th board of supervisors on January 12, 2022, and respectively considered the proposal on guarantee matters of public issuance of convertible corporate bonds and related party transactions. The proposal was adopted by the board of directors with 5 affirmative votes, 0 abstention votes and 0 opposition votes, and the related directors abstained from voting; The independent directors have expressed their prior approval opinions and agreed independent opinions on the matter; The proposal was adopted by the board of supervisors with 2 affirmative votes, 0 abstention votes and 0 opposition votes, and the related supervisors abstained from voting.
2、 Basic information of related parties
Titan investment, a related party, is the controlling shareholder of the company, holding 141441660 shares of the company, with a shareholding ratio of 65.48%. The details are as follows:
Project content
Company name: Shaoxing Titan Investment Co., Ltd
Date of establishment: August 29, 2011
Enterprise type: joint stock limited company (sole proprietorship of legal person invested or controlled by natural person)
Registered capital: 10477160 yuan
Legal representative: Chen Qixin
Registered address: No. 97 Titan Avenue, Qixing street, Xinchang County
Business scope industrial investment
The credit status is not publicized by the CSRC on the open inquiry platform of illegal and dishonest information in the securities and futures market
Or be included as a dishonest person by the people’s court.
3、 Main contents and pricing basis of related party transactions
Titan investment, the controlling shareholder of the company, takes its legally owned shares as the pledge for the pledge guarantee of convertible corporate bonds. The above guarantee covers 100% of the principal and interest, liquidated damages, damages and reasonable expenses for realizing creditor’s rights of the company’s 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 guarantee is mainly to solve the problem that the company needs to provide guarantee for the public issuance of convertible bonds, so that the company’s public offering can proceed smoothly. The guarantee does not charge any guarantee fee from the company, nor does it need the company to provide counter guarantee.
4、 Transaction purpose and impact on the company
The guarantee and related party transactions reflect the support of the controlling shareholders for the long-term development of the company, are conducive to the development of the company’s production and operation activities, do not affect the independence of the company’s operation, are in line with the interests of the company and all shareholders, do not damage the interests of minority shareholders, and do not violate relevant laws and regulations.
5、 All kinds of related party transactions that have occurred with the related party from the beginning of the year to the disclosure date
From the beginning of 2022 to the disclosure date of this announcement, the listed company has no other related party transactions with the above related parties. 6、 Decision making procedures for the performance of this connected transaction and opinions of relevant parties
(I) approval procedure
The company held the 7th Meeting of the 9th board of directors and the 7th Meeting of the 9th board of supervisors on January 12, 2022, and deliberated and adopted the proposal on guarantee matters of public issuance of convertible corporate bonds and related party transactions respectively. The independent directors have expressed their prior approval opinions and agreed independent opinions on the matter.
(II) prior approval opinions and independent opinions of independent directors
1. Prior approval opinion
The convertible corporate bonds issued this time are guaranteed by share pledge. Titan investment, the controlling shareholder of the company, takes the company’s shares legally owned by it as the pledge for the pledge guarantee of convertible corporate bonds, and the above guarantee matters form related party transactions. We believe that the guarantee provided by the controlling shareholder of the company for the public issuance of convertible corporate bonds is conducive to the smooth progress of the company’s projects, does not violate the principles of fairness, openness and impartiality, does not affect the independence of the company’s operation, and is in the interests of the company and all shareholders. We unanimously agreed on the contents of the proposal and submitted it to the board of directors of the company for deliberation.
2. Independent opinion
The convertible corporate bonds issued this time are guaranteed by share pledge. Titan investment, the controlling shareholder of the company, takes the company’s shares legally owned by it as the pledge for the pledge guarantee of convertible corporate bonds, and the above guarantee matters form related party transactions. We believe that the guarantee provided by the controlling shareholder of the company for the public issuance of convertible corporate bonds is conducive to the smooth progress of the company’s projects, does not violate the principles of fairness, openness and impartiality, does not affect the independence of the company’s operation, and is in the interests of the company and all shareholders. We unanimously agree with the contents of the proposal. 7、 Opinions of the sponsor
After verification, the recommendation institution believes that: Zhejiang Taitan Co.Ltd(003036) the guarantee of convertible corporate bonds and related party transactions have been deliberated and approved by the board of directors and the board of supervisors, and the related directors and related supervisors have avoided voting on this matter; Independent directors have issued prior approval opinions and independent opinions on the guarantee and related party transactions. The decision-making procedures of this matter comply with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the Zhejiang Taitan Co.Ltd(003036) articles of association, the decision-making system for connected transactions and other relevant laws, regulations and company systems, and there is no situation that damages the interests of the company and all shareholders.
The recommendation institution has no objection to Zhejiang Taitan Co.Ltd(003036) the guarantee of convertible corporate bonds and related party transactions.
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(there is no text on this page, which is the signature page of the verification opinions of Hualong Securities Co., Ltd. on Zhejiang Taitan Co.Ltd(003036) public issuance of convertible corporate bonds and related party transactions) the sponsor representative:
Han Zezheng Hu Lin
Hualong Securities Co., Ltd. January 12, 2022
