Explanation on the situation that the company’s issuance of shares to purchase assets and raising supporting funds do not constitute the reorganization and listing stipulated in Article 13 of the administrative measures for major asset reorganization of listed companies
Hebei Sinopack Electronic Technology Co.Ltd(003031) (hereinafter referred to as “the company”) plans to issue shares to the 13th Research Institute of China Electronics Technology Corporation (hereinafter referred to as “the 13th Research Institute of China Electronics Technology Corporation”) to purchase the assets and liabilities of gallium nitride communication base station RF chip business, and plans to invest in the 13th Research Institute of China Electronics Technology Corporation, Shijia Zhuang Huibo Xinsheng enterprise management partnership (limited partnership) Shijiazhuang Huibo core industry enterprise management partnership (limited partnership) purchases 100% of the equity of Hebei Bowei integrated circuit Co., Ltd. held by it by issuing shares, and plans to buy shares from CETC No. 13 Institute, digital light Smart Technology Group Co., Ltd., Beijing Zhixin interconnection Semiconductor Technology Co., Ltd., CETC investment holding Co., Ltd Beijing Shunyi science and Technology Innovation Group Co., Ltd., Beijing capital science and Technology Development Group Co., Ltd., Beijing Guolian core enterprise management center (limited partnership) and CETC Guotou (Tianjin) venture capital partnership (limited partnership) purchased 100% equity of Beijing Guolian Wanzhong Semiconductor Technology Co., Ltd. jointly held by them by issuing shares, And raise matching funds by non-public offering of shares to no more than 35 qualified specific investors (hereinafter referred to as “this restructuring”).
This reorganization does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies (hereinafter referred to as the “measures for the administration of reorganization”), which is hereby explained as follows:
According to Article 13 of the measures for the administration of reorganization, reorganization and listing refers to: “if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change of self-control, resulting in one of the following fundamental changes of the listed company, which constitutes a major asset reorganization, it shall be reported to the CSRC for approval in accordance with the provisions of these measures:
(I) the total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. ” Prior to this transaction, the controlling shareholder of the listed company was cetc-13, and the actual controller was China Electronics Technology Group Co., Ltd. (hereinafter referred to as “CETC”). After the completion of this transaction, the controlling shareholder of the listed company is still CETC 13, and the actual controller of the listed company is still CETC.
The actual control of the listed company has not changed in the past 36 months, and this transaction will not lead to the change of the control of the company. This transaction does not constitute the reorganization and listing situation stipulated in Article 13 of the reorganization management measures.
It is hereby explained.
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Hebei Sinopack Electronic Technology Co.Ltd(003031) mm / DD / yy
