Description of assets purchased and sold within 12 months before this transaction
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 provisions of the measures for the administration of reorganization: if a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on its cumulative number. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets.
The listed company purchased the same or related assets within 12 months before the transaction, as follows: Hongbo Co.Ltd(002229) signed the capital increase agreement with Baole shares, Guangzhou Keyu and Wang Lilei in April 2021, which agreed that Hongbo Co.Ltd(002229) would subscribe 5.00% of the equity of Guangzhou Keyu at the price of 40 million yuan; Guangzhou Keyu, Baole and Wang Lilei promise that the net profit realized by Guangzhou Keyu in 2021, 2022 and 2023 (referring to the net profit after tax attributable to the shareholders of the parent company after deducting non recurring profits and losses in the consolidated statements) shall not be less than a certain amount, and Baole has relevant repurchase obligations for Hongbo Co.Ltd(002229) under specific circumstances.
On April 17, 2021, Guangzhou Keyu held a shareholders’ meeting and agreed to Hongbo Co.Ltd(002229) increase the capital of Guangzhou Keyu with RMB 40 million, of which RMB 5.848 million was included in the registered capital and other amounts were included in the capital reserve. Guangzhou Keyu completed the industrial and commercial change procedures on April 28, 2021.
Since the net profit realized by Guangzhou Keyu in 2021 is significantly lower than the promised net profit agreed in the above capital increase agreement, in order to protect the rights and interests of the listed company and its investors, all parties agree to repurchase 5.00% equity of Guangzhou Keyu held by Hongbo Co.Ltd(002229) by Baole shares, The repurchase has been deliberated and approved at the 32nd meeting of the Fifth Board of directors of the company, and an equity repurchase agreement was signed on February 14, 2022.
According to the provisions of the reorganization management measures, the acquisition of 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. by means of cash constitutes a major asset reorganization.
It is hereby explained. (no text below)
(there is no text on this page, which is the seal page of Hongbo Co.Ltd(002229) instructions on the purchase and sale of assets within 12 months before this transaction)
Hongbo Co.Ltd(002229) February 14, 2022
