About Xinda Securities Co., Ltd
Beijing Sanfo Outdoor Products Co.Ltd(002780) and its controlling shareholders and actual controllers provide counter guarantee and verification opinions on related party transactions for the company's application for bank credit
Cinda Securities Co., Ltd. (hereinafter referred to as "Cinda securities" or "sponsor") acts as a sponsor of Beijing Sanfo Outdoor Products Co.Ltd(002780) (hereinafter referred to as " Beijing Sanfo Outdoor Products Co.Ltd(002780) " or "company") non-public offering of shares, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the company and its controlling shareholders The actual controller has carefully verified the counter guarantee and related party transactions for the company's application for bank credit. The specific verification is as follows:
1、 Overview of guarantee
1. Due to daily business needs, the company plans to apply to Bank Of Beijing Co.Ltd(601169) Beijing Centergate Technologies (Holding) Co.Ltd(000931) branch for a comprehensive credit line of no more than 150 million yuan, with a credit term of 2 years and a withdrawal period of 1 year. The company intends to entrust Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd. (hereinafter referred to as " Beijing Centergate Technologies (Holding) Co.Ltd(000931) " guarantee ") to provide joint and several liability guarantee for the above bank credit.
The company provides counter guarantee to Beijing Centergate Technologies (Holding) Co.Ltd(000931) on the above guarantee with its own real estate from the first floor to the third floor of building 23, yard 3, chenjiaying West Road, Changping District, Beijing; Mr. Zhang Heng, the controlling shareholder and actual controller of the company, provides personal joint and several liability guarantee counter guarantee to Beijing Centergate Technologies (Holding) Co.Ltd(000931) for the above guarantee, and Mr. Zhang Heng provides pledge counter guarantee to Beijing Centergate Technologies (Holding) Co.Ltd(000931) with part of the company's shares held by him. The counter guarantee does not charge any guarantee fee to the company, nor does the company need to provide counter guarantee. The specific contents of the agreement shall be subject to the final agreement signed between the company and Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee. 2. According to the Listing Rules of Shenzhen Stock Exchange, Mr. Zhang Heng is the controlling shareholder, actual controller and related party of the company. Therefore, the provision of counter guarantee constitutes a related party transaction.
3. This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies, and does not need to be approved by relevant departments.
4. The transaction has been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, and the independent directors have expressed their independent opinions on the above matters. This transaction needs to be submitted to the general meeting of shareholders for deliberation. 2、 Basic information of related parties
Zhang Heng, China nationality, ID number: 11010819701129****, the current chairman and general manager of the company, directly owns 32676248 shares of the company, accounting for 20.74% of the total share capital of the company. It is the actual controller and controlling shareholder of the company, and is a natural person for the company. Mr. Zhang Heng is not a dishonest person.
3、 Secured party in counter guarantee
1. Name of the guaranteed party: Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd
2. Unified social credit Code: 911101087002397338
3. Address: 4 / F, building 7, yard a 2, North West Third Ring Road, Haidian District, Beijing
4. Legal representative: Yang Ronglan
5. Registered capital: 4963 million yuan
6. Date of establishment: December 16, 1999
7. Business scope: financing guarantee business: loan guarantee, bill acceptance guarantee, trade financing guarantee, project financing guarantee, letter of credit guarantee and other financing guarantee business. Other businesses approved by the regulatory authorities: bond guarantee, litigation preservation guarantee, bid guarantee, advance payment guarantee, project performance guarantee, final payment payment guarantee and other performance guarantees, financing consulting, financial consulting and other intermediary services related to guarantee business, and investment with its own funds. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
8. Relationship with the company: the company has no relationship with Beijing Centergate Technologies (Holding) Co.Ltd(000931) guarantee company
9. Whether it is a dishonest executee: no
10. Main financial indicators of the latest year and period:
Unit: 10000 yuan
Project September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 1150684.55 878172.13
Total liabilities 510648.91 472407.16
Net assets 640035.64 405764.97
Asset liability ratio 44.38% 53.79%
4、 Main contents of counter guarantee agreement
1. Counter guarantee: real estate mortgage guarantee, joint and several liability guarantee and stock pledge guarantee.
2. Scope of counter guarantee: the principal applied by the borrower to the borrowing bank and its corresponding interest, default interest, liquidated damages, payable expenses, etc.
3. Amount and term of counter guarantee: 150 million yuan, with a term of 2 years.
As of the date of issuance of this verification opinion, the counter guarantee agreement has not been signed, and the specific contents of the guarantee agreement are determined by the joint agreement between the company, Zhang Heng and the third-party guarantee agency.
5、 Transaction purpose and impact on the company
Mr. Zhang Heng, the controlling shareholder and actual controller of the company, provides counter guarantee for the company's application for credit line from the bank free of charge, which reflects the support for the development of the company, is in line with the interests of the company and all shareholders, will not have an adverse impact on the company's operating performance, and there is no violation of relevant laws and regulations.
6、 Accumulated various related party transactions with related parties
From the beginning of 2022 to the disclosure date, except for the related party guarantee, the company has no related party transactions with the related party.
7、 Internal review procedures of the company
(I) opinions of the board of directors
The 10th meeting of the 4th board of directors of the company deliberated and approved the proposal on applying for credit line from the bank and providing counter guarantee and related party transaction by the company and actual controller to the third-party guarantee institution, and agreed that the company applies for credit line from the bank and providing counter guarantee and related party transaction by the company and actual controller to the third-party guarantee institution.
Zhang Heng, a related director, avoided voting, and this matter still needs to be submitted to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
After review, the controlling shareholder and actual controller of the company provide counter guarantee free of charge to the third-party guarantee institution for the company's application for credit line from the bank, which is conducive to the business operation of the company and in line with the overall interests of the company. The related party transaction does not harm the interests of the company and all shareholders, especially the minority shareholders. When the board of directors of the company considered the above proposal, the related directors have avoided voting. The review procedures comply with the relevant systems and regulations of Shenzhen Stock Exchange. Therefore, it is agreed that the company applies to the bank for credit line and the company and the actual controller provide counter guarantee and related party transactions to the third-party guarantee institution.
(III) opinions of the board of supervisors
The 8th meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on applying for credit line from the bank and providing counter guarantee and related party transactions by the company and actual controller to third-party guarantee institutions The procedure for the actual controller to provide the third-party guarantee agency with the related party transaction of counter guarantee free of charge for the company's application for credit line from the bank complies with the provisions of relevant laws and regulations, does not damage the interests of the company and its shareholders, especially the minority shareholders, and is in line with the interests of the whole shareholders of the company. Therefore, it is agreed that the controlling shareholder and the actual controller shall provide counter guarantee and related party transactions to the third-party guarantee institution.
8、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company and its controlling shareholders and actual controllers provide counter guarantee and related party transactions for the company's application for bank credit, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and minority shareholders. The transaction has been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, the independent directors have expressed their independent opinions on the above matters, and the voting procedures are legal and compliant, Comply with relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the articles of association. Therefore, the sponsor has no objection to this related party guarantee.
(there is no text on this page, which is the signature and seal page of the verification opinions of Cinda Securities Co., Ltd. on Beijing Sanfo Outdoor Products Co.Ltd(002780) and its controlling shareholder and actual controller providing counter guarantee for the company's application for bank credit and related party transactions)
Signature of sponsor representative:
Fu Min, Zeng Weijia
Xinda Securities Co., Ltd
