Hebei Sinopack Electronic Technology Co.Ltd(003031) board of directors
Explanation on the conformity of this reorganization with the provisions of Articles 11 and 43 of the measures for the administration of major asset reorganization of listed companies
Hebei Sinopack Electronic Technology Co.Ltd(003031) (hereinafter referred to as the “company” and “listed company”) plans to purchase the assets and liabilities of gallium nitride communication base station RF chip business held by the 13th Research Institute of China Electronics Technology Corporation by issuing a shares, And all the equity of Hebei Bowei integrated circuit Co., Ltd. and Beijing Guolian Wanzhong Semiconductor Technology Co., Ltd. held by shareholders such as the 13th Research Institute of China Electronics Technology Corporation and raised supporting funds (hereinafter referred to as “this transaction”).
The board of directors of the company has carefully demonstrated and carefully verified whether this transaction complies with Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies. The board of Directors believes that: (I) this restructuring complies with the relevant provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies
1. This transaction complies with the national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust;
2. The completion of this transaction will not cause the listed company to fail to meet the conditions for stock listing;
3. The asset pricing involved in this exchange is fair, and there is no situation that damages the legitimate rights and interests of listed companies and shareholders;
4. The ownership of assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal;
5. This transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may lead to the main assets of the listed company being cash or no specific business after the reorganization;
6. This transaction is conducive to the listed company’s independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the China Securities Regulatory Commission on the independence of listed companies;
7. This transaction is conducive to the listed company to form or maintain a sound and effective corporate governance structure.
(II) this transaction complies with the relevant provisions of Article 43 of the measures for the administration of major asset restructuring of listed companies
1. This transaction is conducive to improving the asset quality of the listed company, improving the financial situation and enhancing the sustainable profitability; It is beneficial for listed companies to reduce related party transactions, avoid horizontal competition and enhance independence;
2. The financial accounting report of the listed company for the most recent year has been issued with an unqualified audit report by a certified public accountant;
3. The listed company and its current directors and senior managers are not under investigation by judicial organs for suspected crimes or under investigation by China Securities Regulatory Commission for suspected violations of laws and regulations;
4. The assets purchased by this exchange are operating assets with clear ownership and can complete the ownership transfer procedures within the agreed time limit.
5. There is no violation of other conditions stipulated by the China Securities Regulatory Commission in this transaction.
To sum up, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies issued by the China Securities Regulatory Commission.
It is hereby explained.
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Hebei Sinopack Electronic Technology Co.Ltd(003031) board of directors mm / DD / yyyy
