Securities code: 002229 securities abbreviation: Hongbo Co.Ltd(002229) Announcement No.: 2022-028 Hongbo Co.Ltd(002229)
Announcement on the resolutions of the 32nd meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 32nd meeting of the 5th board of directors (hereinafter referred to as "the company" or "the company") was held on February 14, 2022 in the conference room on the 21st floor, block B, Hongbo Meiling Guanhai, No. 26, Nanjiang Binxi Avenue, Cangshan District, Fuzhou. The notice of the meeting was delivered to all directors, supervisors and senior managers by personal delivery, fax and e-mail on February 8, 2022. Six directors should be present at the meeting, six directors attended in person, and the company's supervisors and senior managers also attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws and regulations and the articles of association.
The meeting was convened and presided over by Mr. Mao Wei, chairman of the board of directors. The directors attending the meeting deliberated and voted on various proposals and formed the following resolutions:
1、 The proposal on Guangdong Baole Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. repurchasing 5.00% equity of Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. held by the company was deliberated and adopted by 6 votes in favor, 0 votes against and 0 abstentions;
According to the capital increase agreement signed by the company and Guangdong Baole Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as "Baole"), Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as "Guangzhou Keyu") and Wang Lilei in April 2021, Guangzhou Keyu will The net profit realized in 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, the same below) shall not be less than a certain amount, and Baole shares shall have relevant repurchase obligations to the company under specific circumstances. As the net profit realized by Guangzhou Keyu in 2021 is significantly lower than the promised net profit agreed in the capital increase agreement, the valuation of Guangzhou Keyu has been reduced. After negotiation, Baole Co., Ltd. plans to repurchase the 5.00% equity of Guangzhou Keyu held by the company (corresponding to the registered capital of 5.847954 million yuan of Guangzhou Keyu), and the repurchase price is the investment fund corresponding to the 5.00% equity of Guangzhou Keyu held by the company (i.e. 40 million yuan) plus the interest calculated by 8% (simple interest) of the above investment fund; The interest calculation period is from the date when the company pays the investment money (i.e. April 22, 2021, inclusive) to the date when Baole shares pays the equity repurchase money to the company in full (excluding the date). For details, please refer to the announcement on the progress of foreign investment (Announcement No.: 2022-030) disclosed by the company in the securities times and cninfo.com on February 15, 2022.
2、 The proposal on the company meeting the conditions for major asset restructuring was deliberated and adopted by 6 votes in favor, 0 votes against and 0 abstentions;
According to the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other laws, regulations and normative documents, after self inspection, the board of directors of the company, It is considered that the company meets all conditions for the implementation of major asset restructuring.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Vote and consider the proposal on the specific plan of the company's major asset restructuring one by one;
The specific plan of the company's major asset restructuring is as follows:
1. Programme overview
The company plans to purchase 51.00% equity of Guangzhou Keyu held by Baole shares by paying cash (hereinafter referred to as "this transaction").
Voting results: 6 in favor, 0 against and 0 abstention, which was adopted after deliberation.
2. Counterparty, target company and underlying assets
The counterparty of this transaction is Baole shares.
The target company of this transaction is Guangzhou Keyu, and the underlying asset is 51.00% equity of Guangzhou Keyu held by Baole.
Voting results: 6 in favor, 0 against and 0 abstention, which was adopted after deliberation.
3. Transaction price
Both parties to the transaction agree that the company entrusts Beijing Zhongfeng Asset Appraisal Co., Ltd. (hereinafter referred to as the "appraisal institution") to evaluate the subject assets. According to the pre evaluation of the subject assets by the evaluation institution, as of December 31, 2021, the overall pre evaluation value of the target company does not exceed 70 million yuan. Referring to the pre evaluation value, the transaction parties negotiate and determine that the transfer consideration of the subject assets does not exceed 357 million yuan. The final price of the subject assets is based on the evaluation value in the asset evaluation report issued by the evaluation institution, It shall be separately determined by both parties through negotiation. Voting results: 6 in favor, 0 against and 0 abstention, which was adopted after deliberation.
4. Payment
Within 30 days after the equity pledge of the target company is established, Party A shall pay Party B 142.8 million yuan, of which 71.4 million yuan is the deposit paid by Party A to Party B for this transaction, and the remaining 71.4 million yuan is the advance payment paid by Party A to Party B for this transaction. The consideration of this transaction is paid in four phases:
Phase I: within 90 days after the subject equity is registered in the name of Party A, Party A shall pay Party B a consideration of 71.4 million yuan, so that the transaction consideration paid by Party A reaches 60% of the total transaction consideration;
From phase II to phase IV, the special audit report on the realization of committed net profit in 2022, 2023 and 2024 shall be issued respectively, and the progress payment of 15%, 15% and 10% shall be paid respectively according to the transaction consideration within 15 days after the counterparty and the guarantor fulfill the performance compensation obligation (if any).
Voting results: 6 in favor, 0 against and 0 abstention, which was adopted after deliberation.
5. Delivery of underlying assets
The company and the counterparty shall complete the delivery of the underlying assets within 15 working days from the effective date of the equity transfer agreement. The date when the underlying assets are registered in the name of the company is the delivery date of the underlying assets. Since the closing date, the company becomes the legal owner of the underlying assets, enjoys complete shareholder rights and undertakes corresponding shareholder obligations for the underlying assets according to law. Voting results: 6 in favor, 0 against and 0 abstention, which was adopted after deliberation.
6. Period profit and loss attribution
From the appraisal base date (excluding the date) to the delivery date of the underlying assets (i.e. the date when the underlying assets are registered in the name of the company, including the date), the income generated by the target company during this period shall be enjoyed by the company, and the losses generated during this period shall be made up by the counterparty to the company in cash according to the proportion of equity held by the counterparty in the target company.
Voting results: 6 in favor, 0 against and 0 abstention, which was adopted after deliberation.
7. Performance commitment and compensation arrangement of this transaction
According to the performance commitment and compensation agreement on Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd., the counterparty Baole Co., Ltd. promises that the target company will The net profit realized in 2023 and 2024 (hereinafter referred to as "profit commitment period") (the amount of net profit shall be determined by the amount of after tax net profit 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 less than the net profit of the corresponding years 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
If the net profit actually realized by the target company within the above profit commitment period fails to reach the promised net profit of the current year, the counterparty shall compensate the company in cash for the profit difference between the promised net profit and the actual net profit.
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 amount of compensation payable by Party B in the current period calculated according to the above formula is negative, it shall be deemed that the amount of compensation payable by Party B in the current period is zero, and Party A does not need to return the compensation paid by Party B.
Voting results: 6 in favor, 0 against and 0 abstention, which was adopted after deliberation.
8. Contractual obligations and liabilities for breach of contract for the transfer of ownership of the subject assets
The change registration and filing procedures involved in the transfer of the underlying assets to the company (hereinafter referred to as "delivery of the underlying assets") shall be handled by the counterparty, and the company shall provide the counterparty with necessary assistance in handling the delivery of the underlying assets.
If the counterparty fails to complete the delivery of the underlying assets within the time limit agreed in the equity transfer agreement, the counterparty shall pay liquidated damages of 0.03% of the total transfer price to the company for each overdue day. In addition, the company has the right to continue to perform the equity transfer agreement, apply to the court for enforcement, and forcibly change the subject assets to the company's name; If it is overdue for more than 30 days, the company has the right to terminate the equity transfer agreement and require the counterparty to urge the target company's co managed account to return all the money received in accordance with paragraph 3.3 of the equity transfer agreement to the counterparty's co managed account within 5 working days, and the counterparty shall return double the deposit paid by the company to the company, And return the advance payment and other equity transfer payments paid by the company.
Voting results: 6 in favor, 0 against and 0 abstention, which was adopted after deliberation.
9. Validity period of relevant resolutions of this transaction
The validity period of relevant resolutions on this transaction is 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
Voting results: 6 in favor, 0 against and 0 abstention, which was adopted after deliberation.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on the compliance of the company's major asset restructuring with the provisions of Article 4 of the provisions of the China Securities Regulatory Commission on Several Issues concerning the regulation of major asset restructuring of listed companies was deliberated and adopted by 6 votes in favor, 0 votes against and 0 abstentions;
After careful comparison with the provisions of Article 4 of the provisions of the China Securities Regulatory Commission on Several Issues concerning the regulation of major asset restructuring of listed companies and careful judgment, the board of directors of the company believes that:
Detailed disclosure and special tips for risks that may not be approved.
(II) the ownership of the underlying assets of this transaction is clear and complete, there is no restriction, and the target company does not have false capital contribution or affect its legal existence.
(III) the assets purchased by the company are conducive to improving the integrity of the company's assets and maintaining the independence of the company in terms of personnel, procurement, production, sales and intellectual property rights.
(IV) this transaction will help the company improve its financial situation, enhance its sustainable profitability, highlight its main business and enhance its ability to resist risks, enhance its independence, reduce related party transactions and avoid horizontal competition. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on the company's major asset restructuring meeting the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies was deliberated and adopted by 6 votes in favor, 0 votes against and 0 abstentions;
After careful comparison with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies and careful judgment, the board of directors of the company believes that:
(I) this major asset reorganization complies with the national industrial policies and the provisions of laws and administrative regulations on environmental protection, land management, antitrust and so on;
(II) this major asset reorganization will not lead to the company's failure to meet the conditions for stock listing;
(III) the asset pricing involved in this major asset restructuring is fair, and there is no situation that damages the legitimate rights and interests of the company and shareholders;
(IV) the ownership of assets involved in this major asset reorganization is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor's rights and debts is legal;
(V) this major asset reorganization is conducive to the company's ability to enhance its sustainable operation, and there is no situation that may lead to the company's main assets being cash or no specific business after the reorganization;
(VI) this major asset restructuring will not affect the independence of the company in terms of business, assets, personnel, institutions and finance, and comply with the relevant provisions of the CSRC on the independence of the company;
(VII) after the completion of this major asset restructuring, the company will further improve the construction and implementation of various systems of the company and maintain a sound and effective corporate governance structure in accordance with the requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the governance of listed companies and other laws and regulations.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 The proposal on the absence of the situation stipulated in Article 13 of the guidelines for the supervision of listed companies No. 7 - supervision of abnormal stock transactions related to major asset reorganization of Listed Companies in this major asset reorganization of the company was deliberated and adopted by 6 votes in favor, 0 votes against and 0 abstentions;
After careful judgment, the board of directors of the company believes that there is no case where the relevant subjects of this major asset restructuring are filed for investigation or investigation due to suspected insider trading, or are subject to administrative punishment by the CSRC or criminal responsibility investigated by judicial authorities according to law, There are no circumstances stipulated in Article 13 of the guidelines for the supervision of listed companies No. 7 - supervision of abnormal trading of stocks related to major asset restructuring of listed companies.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 The proposal on no abnormal fluctuation of the company's stock price before the release of the information of this major asset restructuring was deliberated and adopted by 6 votes in favor, 0 votes against and 0 abstentions;
In order to ensure fair information disclosure, avoid abnormal fluctuations in the company's share price and safeguard the interests of investors, the company
