Hongbo Co.Ltd(002229) board of directors
On the completeness and compliance of legal procedures for the performance of this transaction
And the validity of the legal documents submitted
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").
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring") and the measures for the administration of information disclosure of listed companies In accordance with the relevant provisions of laws, regulations, rules and normative documents such as the Listing Rules of Shenzhen Stock Exchange and the Hongbo Co.Ltd(002229) articles of Association (hereinafter referred to as the "articles of association"), the board of directors of the company has carefully and rigorously reviewed the completeness and compliance of the legal procedures performed by this transaction and the effectiveness of the legal documents submitted, and explained as follows: 1 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
(I) the company negotiated with Baole shares, the counterparty of this transaction, and took necessary and sufficient confidentiality measures to limit the scope of relevant sensitive information. On February 14, 2022, the company and Baole signed the equity transfer agreement and the performance commitment and compensation agreement on Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd.
(II) in accordance with relevant regulations, the company has carried out the memorandum on the trading process of major asset restructuring, the registration of insiders and the inquiry of insider trading, and reported relevant materials to Shenzhen Stock Exchange.
(III) in the process of planning this transaction, the company prepared the Hongbo Co.Ltd(002229) major asset purchase plan and its summary and other relevant documents in accordance with the reorganization management measures and other relevant laws, regulations and normative documents.
(IV) within 20 trading days before the first announcement of this transaction, the cumulative rise and fall of the company did not exceed 20%, and the trading price of the company's shares did not fluctuate abnormally during this period.
(V) the independent directors of the company carefully reviewed the relevant materials of the transaction before the board of directors, approved the transaction in advance, agreed to submit the relevant proposals to the board of directors for deliberation, and expressed their agreed opinions on the matters related to the transaction.
(VI) on February 14, 2022, the company held the 32nd meeting of the 5th board of directors and deliberated and adopted the relevant proposals of this transaction.
(VII) according to the requirements of current laws and regulations, the approval procedures to be performed for this transaction 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.
To sum up, the company has performed the legal procedures required to be performed at the current stage of this transaction in accordance with the provisions of the company law, the securities law, the reorganization management measures, the management measures for information disclosure of listed companies and other relevant laws, regulations, normative documents and the articles of Association. The legal procedures for the performance of this transaction are complete and in line with relevant laws, regulations Normative documents and the articles of association. 2、 Notes on the validity of legal documents submitted by the company for this transaction
According to the provisions of relevant laws and regulations, departmental rules and other normative documents such as the measures for the administration of reorganization, the standards for the contents and forms of information disclosure by companies that publicly issue securities No. 26 - major asset reorganization of listed companies, the board of directors and all directors of the company make the following statement and guarantee: there are no false records in the legal documents submitted by the company for this transaction For misleading statements or major omissions, the board of directors and all directors of the company shall bear individual and joint liabilities for the authenticity, accuracy and completeness of such documents.
In conclusion, the board of directors of the company believes that the legal procedures for the performance of this transaction at this stage are complete, in line with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the legal documents submitted are legal and effective.
It is hereby explained.
(there is no text on this page, which is the seal page of the Hongbo Co.Ltd(002229) board of directors' instructions on the completeness and compliance of legal procedures for the performance of this transaction and the effectiveness of legal documents submitted)
Hongbo Co.Ltd(002229)
Board of directors
February 14, 2022
