Hebei Sinopack Electronic Technology Co.Ltd(003031) board of directors
Notes on the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted
Hebei Sinopack Electronic Technology Co.Ltd(003031) (hereinafter referred to as "the company" and " Hebei Sinopack Electronic Technology Co.Ltd(003031) ") intends 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-share 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").
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring") and other laws, regulations and normative documents, The completeness and compliance of the legal procedures performed by the board of directors on this transaction and the effectiveness of the legal documents submitted are described as follows:
1、 On the completeness and compliance of legal procedures for the performance of this transaction
1. On January 17, 2022, Hebei Sinopack Electronic Technology Co.Ltd(003031) issued the suspension notice of Hebei Sinopack Electronic Technology Co.Ltd(003031) planning to issue shares to purchase assets, and the trading of the company's shares will be suspended from January 17, 2022.
2. The company has timely taken strict confidentiality measures and formulated a strict and effective confidentiality system.
3. The company has registered the insiders involved in this transaction and submitted the list of insiders to Shenzhen Stock Exchange.
4. In accordance with the requirements of relevant laws, regulations and normative documents, the company has prepared the plan for Hebei Sinopack Electronic Technology Co.Ltd(003031) issuing shares to purchase assets and raising supporting funds and related party transactions and its abstract.
5. Excluding the influence of market factors and industry sector factors, the cumulative rise and fall of the company in the 20 trading days before the suspension of stock trading on January 17, 2022 did not exceed 20%, and there was no abnormal fluctuation. 6. On January 27, 2022, Hebei Sinopack Electronic Technology Co.Ltd(003031) held the 15th meeting of the first board of directors, deliberated and approved the proposal on the company's compliance with the laws and regulations on issuing shares to buy assets and raising matching funds and related party transactions, the proposal on the company's issuance of shares to buy assets and raising matching funds and related party transactions, and other proposals related to this transaction, Independent directors approved relevant proposals in advance and expressed independent opinions.
7. On January 28, 2022, Hebei Sinopack Electronic Technology Co.Ltd(003031) issued the suggestive announcement of Hebei Sinopack Electronic Technology Co.Ltd(003031) on the disclosure of the reorganization plan and the resumption of trading of the company's shares. The trading of the company's shares will resume from the opening of the market on February 7, 2022.
In conclusion, in accordance with the company law, the securities law, the reorganization management measures, the information disclosure management measures of listed companies, the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, the company has discussed the matters related to this transaction, Performed the necessary legal procedures at this stage, which are complete, legal and effective.
2、 Validity of legal documents submitted for this transaction
The board of directors of the company believes that the legal documents submitted by the company on this exchange are legal and valid, without any false records, misleading statements or major omissions, and shall bear individual and joint liabilities for the authenticity, accuracy and integrity of the legal documents submitted.
It is hereby explained.
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Hebei Sinopack Electronic Technology Co.Ltd(003031) board of directors mm / DD / yyyy
