Stock abbreviation: Hongbo Co.Ltd(002229) Stock Code: 002229 stock listing place: Shenzhen Stock Exchange Hongbo Co.Ltd(002229) major asset purchase plan
Address / mailing address of the counterparty of major asset purchase
Guangdong Baole Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. No. 30, haogang Avenue, Dagang Town, Nansha District, Guangzhou (plant a, B and C)
February, 2002
Statement of listed company
Statements and commitments of the listed company and its controlling shareholders, actual controllers, directors, supervisors and senior managers: the company guarantees that the contents of all information disclosure and application documents of this reorganization are true, accurate and complete, and there are no false records, misleading statements or major omissions, and promises to bear individual and joint legal liabilities.
In the process of participating in this restructuring transaction, the company will timely provide relevant information in accordance with relevant laws and regulations and relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, and ensure that the information provided is true, accurate and complete without false records, misleading statements or major omissions, and be responsible for the authenticity, accuracy and completeness of the information provided Assume full legal responsibility for accuracy and completeness.
The company has provided and will continue to provide (if necessary) written or oral information related to this transaction to the securities service institutions providing professional services for this transaction before the completion date of this transaction. The company guarantees that the copies or copies of the documents and materials provided are consistent with the original or the original, and the seals of these documents and materials are true, The signatories of such documents are legally authorized and effectively sign such documents.
The company guarantees that the explanation and confirmation issued for this exchange are true, accurate and complete, and there are no false records, misleading statements or major omissions.
The company guarantees that it has fulfilled its statutory disclosure and reporting obligations, and there are no contracts, agreements, arrangements or other matters that should be disclosed but not disclosed. The company guarantees to strictly fulfill the above commitments. If the company violates the above commitments and causes losses to investors and intermediaries, the company will bear the liability for compensation according to law.
Counterparty statement
As the counterparty of the company’s major asset purchase, Baole Co., Ltd. promises to provide all relevant information for the transaction as follows:
The company guarantees that it has provided relevant information and documents (including but not limited to original written materials, duplicate materials or oral testimony) about the transaction to Hongbo Co.Ltd(002229) and intermediaries providing professional services of audit, evaluation, legal and financial advice for the transaction; Ensure that the copies or copies of the documents and materials provided by the company are consistent with the original or the original, that the signatures and seals of such documents and materials are true, and that the signatories of such documents are legally authorized and effectively sign the documents; Guarantee the authenticity, accuracy and completeness of the information and documents provided by the company, and ensure that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities.
During the period of participating in this transaction, the company guarantees that it will timely disclose the information related to the transaction to Hongbo Co.Ltd(002229) in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC and Shenzhen Stock Exchange, and ensure the authenticity, accuracy and integrity of such information, and ensure that there are no false records, misleading statements or major omissions in such information. In case of violation of the above guarantee, the company is willing to bear individual and joint legal liabilities.
Tips on major issues
As of the signing date of this plan, the audit and evaluation of the underlying assets of this transaction have not been completed, and the audited financial data, evaluation or valuation final results of the underlying assets may be quite different from the disclosure of the plan. The audited financial data, evaluation or valuation results of the underlying assets will be disclosed in the major asset restructuring report of this transaction, which is specially brought to the attention of investors.
1、 This transaction plan
Hongbo Co.Ltd(002229) plans to purchase 51.00% equity of Guangzhou Keyu held by Baole shares in cash. After the completion of this transaction, Guangzhou Keyu will become a holding subsidiary of Hongbo Co.Ltd(002229) .
2、 Evaluation and valuation of subject assets
The audit and evaluation of Guangzhou Keyu has not been completed. It is estimated that the overall valuation of Guangzhou Keyu will not exceed 70 million yuan, and the corresponding 51.00% equity of Guangzhou Keyu will not exceed 357 million yuan. The final transaction pricing will be determined by all parties through negotiation according to the subject asset evaluation report issued by the asset evaluation institution with securities and futures business qualification.
3、 Performance commitment and compensation
On February 14, 2022, Hongbo Co.Ltd(002229) and Baole signed the performance commitment and compensation agreement on Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. the main contents of the performance commitment and compensation agreed in the agreement are as follows:
Baole promises that the target company will The net profit realized in 2023 and 2024 (determined by the net profit after tax attributable to the shareholders of the parent company after deducting non recurring profits and losses in the consolidated statements of the target company) shall not be lower than the net profit of the corresponding year listed in the following table (hereinafter referred to as “committed net profit”): unit: 10000 yuan
Year 2022 year 2023 year 2024 year
Net profit amount 3000.00 5000.00 7000.00
Hongbo Co.Ltd(002229) within the profit commitment period, the difference between the accumulated net profit actually realized by the subject company and the committed net profit by the end of the current period shall be disclosed separately in each annual report, and the accounting firm in accordance with the provisions of the Securities Law shall issue a special audit report. The difference between the net profit actually realized by the target company and the promised net profit shall be determined according to the special audit report issued by the accounting firm.
If, after audit, the net profit actually realized by the subject company within the above profit commitment period fails to reach the promised net profit of the current year, Hongbo Co.Ltd(002229) shall notify Baole in writing within 10 trading days after the disclosure of its annual report. Baole shares shall compensate Hongbo Co.Ltd(002229) for the difference between the promised net profit and the actual net profit in cash within 90 days from the date of receiving the notice of Hongbo Co.Ltd(002229) , and the guarantor shall be jointly and severally liable for this.
Hongbo Co.Ltd(002229) the current compensation amount shall be calculated according to the following formula:
Amount to be compensated in the current period = (cumulative committed net profit as of the end of the current period – cumulative realized net profit as of the end of the current period) ÷ total committed net profit of each year within the profit commitment period × Valuation of underlying equity transaction – cumulative compensated amount
For the avoidance of doubt, all parties confirm that if the current compensation amount of Baole shares calculated according to the above formula is negative, it is deemed that the current compensation amount of Baole shares is zero, and Hongbo Co.Ltd(002229) there is no need to return the compensation paid by Baole shares.
4、 The transaction is expected to constitute a major asset reorganization
The transaction price of the assets to be acquired in this reorganization has not been finalized. After the acquisition of the equity of the target company, the listed company will obtain the controlling right of the target company. According to the audited financial statements of the listed company in 2020, the unaudited financial statements of the target company in 2020 and the estimated pricing amount of this transaction, the proportion of relevant financial indicators is as follows:
Unit: 10000 yuan
Total project assets net assets operating income
And the estimated transaction amount, whichever is higher
Target company 35700.00 35700.00 53510.94
Total project assets net assets operating income
Listed companies 213834.75 177549.80 47381.97
11.94%, accounting for 11.70%
Based on the above calculation indicators, the operating income of the assets to be acquired in this transaction accounts for more than 50% of the operating income of the listed company. According to the provisions of the reorganization management measures, this transaction constitutes a major asset reorganization. The consideration of this transaction is to be paid in cash. According to the provisions of the reorganization management measures, this major asset reorganization does not need to be submitted to the CSRC for review.
5、 This transaction does not constitute a connected transaction
According to the listing rules and other relevant provisions, the counterparty of this transaction is not a related party of the listed company. Therefore, this transaction does not constitute a connected transaction.
6、 This transaction does not constitute reorganization and listing
This transaction is a cash acquisition and does not involve the issuance of shares. There is no change in the controlling shareholders and actual controllers of the listed company before and after this transaction, and there is no correlation between this transaction and the listed company, the controlling shareholders, actual controllers and their close relatives. Therefore, this transaction does not fall under the circumstances specified in Article 13 of the reorganization management measures and does not constitute reorganization and listing.
7、 Impact of this transaction on Listed Companies
(I) the impact of this transaction on the business of the listed company
After the completion of this transaction, the listed company will add R & D, production and sales of household intelligent cleaning service Siasun Robot&Automation Co.Ltd(300024) , increase R & D investment in intelligent cleaning service Siasun Robot&Automation Co.Ltd(300024) and accelerate the development of new technologies and products with the help of the capital, management and other advantages of the listed company. Improve the intelligent and scientific level of products of listed companies, further improve the profitability of listed companies, and enhance the ability of anti risk and sustainable development, so as to maximize the interests of all shareholders.
(II) the impact of this transaction on the profitability of listed companies
After the completion of this transaction, the profitability of the listed company will be improved, and the comprehensive competitive strength and anti risk ability will be enhanced, which will help to improve the asset quality and profitability of the listed company and enhance the ability of sustainable operation, which is in line with the interests of the company and all shareholders.
As the audit and evaluation work related to this transaction has not been finally completed, the above preliminary analysis on the profitability and financial status of the company after the completion of this transaction is carried out only based on the existing financial data and business data, under the assumption that the macroeconomic environment remains basically unchanged and there is no significant change in operating conditions. The company will conduct detailed calculation after the completion of audit and evaluation, and disclose the impact of this transaction on the main financial indicators of the listed company in the restructuring report.
(III) impact of this transaction on the equity structure of listed companies
This reorganization does not involve the issuance of shares and will not lead to the change of the equity structure of the listed company.
8、 Procedures to be performed in this transaction
(I) approval procedures performed for this transaction
1. Decision making process of Hongbo Co.Ltd(002229)
On February 14, 2022, the listed company held the 32nd meeting of the 5th board of directors, deliberated and approved the plan and related proposals of the reorganization, and the independent directors expressed independent opinions.
On February 14, 2022, the listed company signed the equity transfer agreement and performance commitment and compensation agreement with the counterparty to purchase assets.
2. Decision making process of Baole
On February 14, 2022, Baole held a board meeting and agreed to transfer its 51.00% equity of Guangzhou Keyu to the listed company.
(II) approval procedures to be performed for this transaction
1. Hongbo Co.Ltd(002229) approval procedures to be performed
As of the issuance date of this plan, the matters that need to be voted or approved by the listed company of this trading plan include but are not limited to:
(1) The board of directors of the listed company deliberated and approved the formal plan of the transaction;
(2) This transaction still needs to be deliberated and approved by the general meeting of shareholders of the listed company;
(3) Other approvals that may be involved as required by relevant laws and regulations.
2. Approval procedures to be performed by Baole shares
As of the issuance date of this plan, the matters to be voted or approved by Baole shares, the counterparty, include but are not limited to:
(1) The board of directors of Baole Co., Ltd. deliberated and approved the formal scheme of this transaction;
(2) This transaction still needs to be deliberated and approved by the general meeting of shareholders of Baole shares;
(3) Other approvals that may be involved as required by relevant laws and regulations.
9、 Important commitments made by relevant parties of this transaction
Main contents of commitments of the commitment party
1. The company guarantees that the contents of all information disclosure and application documents of this reorganization are true, accurate and complete, and there are no false records, misleading statements or major omissions, and promises to bear individual and joint legal liabilities for this.
2. In the process of participating in this restructuring transaction, the company will timely provide relevant information in accordance with relevant laws and regulations and relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, and ensure that the information provided is true, accurate and complete without false records Misleading statements or material omissions, and
