Hongbo Co.Ltd(002229) board of directors
Explanation on the compliance of this transaction with the provisions of Article 11 of the measures for the administration 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”).
After careful judgment and analysis, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies. The specific circumstances are as follows:
After comparing the relevant provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies one by one, the board of directors of the company believes that:
1. This transaction complies with the national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust;
2. This transaction will not cause the company to fail to meet the conditions for stock listing;
3. The asset pricing involved in this transaction is fair, and there is no situation that damages the legitimate rights and interests of the company and shareholders;
4. The ownership of the assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of the target assets to be purchased, and the treatment of relevant creditor’s rights and debts is legal.
5. This transaction is conducive to enhancing the company’s sustainable operation ability, and there is no situation that may lead to the company’s main assets being cash or no specific business after reorganization;
6. This transaction is conducive to the 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 CSRC on the independence of listed companies; 7. This transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure.
It is hereby explained.
(there is no text on this page, which is the signature page of the Hongbo Co.Ltd(002229) board of directors’ statement that this transaction complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies)
Hongbo Co.Ltd(002229)
Board of directors
February 14, 2022
