Hongbo Co.Ltd(002229) board of directors
Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
Hongbo Co.Ltd(002229) (hereinafter referred to as “the company”) intends to purchase 51.00% shares of Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. held by Guangdong Baole Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. in cash. (the above transactions are hereinafter collectively referred to as “this transaction”).
According to the requirements of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, after careful judgment, the board of Directors believes that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, as follows:
1. The target assets of this reorganization and acquisition are 51% equity of Guangzhou Keyu, which does not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters. The approval matters involved in this transaction include but are not limited to the audit and evaluation of the underlying assets of this transaction. After the completion of the audit and evaluation, the company convened the board of directors again to review and approve the formal plan of this transaction, and the approval of this transaction by the general meeting of shareholders. The relevant matters have been disclosed in detail in the reorganization plan, and major risk tips have been made for the risks that may not be approved.
2. The counterparty of the target assets acquired in this reorganization has legally owned the complete rights of the target assets, and there is no restriction or prohibition on transfer; The underlying asset of this transaction is the equity of the enterprise, and the enterprise does not have any false capital contribution or affect its legal existence. Under the condition that all parties can strictly perform the relevant transaction agreements, there is no legal obstacle to the transfer of the underlying assets.
3. Before this transaction, the company and the target company operated independently and had complete assets. After the completion of this transaction, the target company will become the holding subsidiary of the company, which is conducive to expanding the business scope of the company, enhancing the anti risk ability of the company and improving the comprehensive competitiveness of the company. After the completion of this reorganization, the company can continue to maintain the necessary independence in terms of personnel, procurement, production, sales and intellectual property rights.
4. This transaction is conducive to improving the asset quality of the listed company, improving the financial situation, enhancing the sustainable profitability and the long-term development of the company. Meanwhile, the controlling shareholders of the company, Henan Huiyi Trading Co., Ltd., Henan Yutai Holding Co., Ltd. and actual controller Mao Wei also issued relevant commitments to maintain the independence of listed companies.
In conclusion, the board of Directors believes that this transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
It is hereby explained.
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(there is no text on this page, which is the signature page of Hongbo Co.Ltd(002229) instructions of the board of directors on the compliance of this transaction with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies)
Hongbo Co.Ltd(002229) board of directors February 14, 2022
