Securities code: 002229 securities abbreviation: Hongbo Co.Ltd(002229) Announcement No.: 2022-030 Hongbo Co.Ltd(002229)
Announcement on the progress of foreign investment
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.
Hongbo Co.Ltd(002229) (hereinafter referred to as “company” or “party a” or “listed company”) increased the capital of Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as “Guangzhou Keyu” or “Party C” or “target company”) by 40 million yuan in cash, accounting for 5% of the equity of Guangzhou Keyu after the capital increase, and plans to acquire the control right of Guangzhou Keyu by transferring 46% of the equity of Guangzhou Keyu. The above matters have been deliberated and approved at the 20th meeting of the Fifth Board of directors of the company. For details, see the suggestive announcement on planning major asset restructuring and signing equity transfer intention agreement disclosed by the company (Announcement No.: 2021-024).
Since the signing of the capital increase agreement and the equity transfer intention agreement, all parties to the transaction have actively promoted the implementation of the project. The company has appointed personnel and hired intermediaries to carry out due diligence, audit, evaluation and other related work of the target company. Due to the impact of epidemic factors outside China, the progress of relevant due diligence work did not meet expectations. After communication between the company and the trading parties, the trading parties signed the supplementary agreement to the capital increase agreement and the supplementary agreement to the equity transfer intention agreement in Fuzhou on August 2, 2021, The supplementary agreement to the capital increase agreement (II) and the supplementary agreement to the equity transfer intention agreement (II) were signed on October 29, 2021, and the supplementary agreement to the capital increase agreement (III) and the supplementary agreement to the equity transfer intention agreement (III) were signed in Fuzhou on December 30, 2021, For details, see the announcement on the progress of foreign investment disclosed by the company (Announcement No.: 2021-0522021-0672021-081).
The company held the 32nd meeting of the 5th board of directors on February 14, 2022, deliberated and adopted 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, and the proposal on the specific plan of the company’s major asset restructuring The proposal on < Hongbo Co.Ltd(002229) major asset purchase plan and its summary, the proposal on the signing of equity transfer agreement, performance commitment and compensation agreement between the company and the counterparty and other proposals. The parties to the transaction signed the equity repurchase agreement in Fuzhou on February 14, 2022 The equity transfer agreement between Hongbo Co.Ltd(002229) and Guangdong Baole Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. on Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as "equity transfer agreement") and the performance commitment and compensation agreement on Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as "performance commitment and compensation agreement") are hereby announced as follows:
1、 Main contents of the agreement
(I) equity repurchase agreement
1. Parties to the transaction
Party A: Hongbo Co.Ltd(002229)
Party B: Guangdong Baole Siasun Robot&Automation Co.Ltd(300024) Co., Ltd
Party C: Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd
Party D: Wang Lilei
Party A, Party B, Party C and Party D are collectively referred to as “parties” and individually as “party”.
2. Main terms of the agreement
Whereas: the parties signed the capital increase agreement in April 2021, which stipulates that Party A shall subscribe 5.00% of the equity of Party C at the price of 40 million yuan (corresponding to Party C’s registered capital of 5.847954 million yuan, hereinafter referred to as the “subject equity”); Party B, Party C and Party D promise that the net profit realized by Party C 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, the same below) shall not be less than a certain amount, and Party B shall have relevant repurchase obligations to Party A under specific circumstances. Since the net profit realized by Party C in 2021 is significantly lower than the promised net profit agreed in the capital increase agreement, resulting in the reduction of the valuation of Party C, in order to protect the rights and interests of Party A and its investors, all parties agree that Party B shall repurchase the subject equity held by Party A in accordance with this Agreement (hereinafter referred to as “this repurchase”).
(1) The parties agree that, with reference to the method for determining the repurchase price agreed in Article 5.2 of the capital increase agreement, the repurchase price of the subject equity is determined as the investment amount corresponding to the subject equity held by Party A (i.e. RMB 40 million), plus the interest calculated by 8% (simple interest) of the above investment amount; The interest calculation period is from the date on which Party A pays its investment money (i.e. 20 million yuan on April 22, 2021 and 20 million yuan on May 6, 2021, inclusive) to the date on which Party B pays party a the equity repurchase money agreed in this agreement in full (excluding the date).
Party B shall pay the equity repurchase amount calculated according to this agreement to Party A’s account by telegraphic transfer before March 25, 2022 (including that day), and Party D shall be jointly and severally liable for the payment of such amount.
(2) Party C shall complete the industrial and commercial change registration procedures of this repurchase within 15 working days after Party B pays the equity repurchase amount agreed in this agreement to Party A. Party A, Party B and Party D shall provide necessary assistance to Party C in handling the industrial and commercial change registration procedures. The date when the aforesaid industrial and commercial change registration procedures are completed is the delivery date of this repurchase (hereinafter referred to as the “delivery date”).
(3) The parties agree that the capital increase agreement shall be terminated from the closing date.
(4) The parties further agree that after the signing of this agreement, party a still intends to acquire the control right of Party C. Party A and Party B will conduct friendly negotiation on the acquisition of such control right and sign specific transaction documents separately for agreement.
(II) equity transfer agreement
1. Parties to the transaction
Party A: Hongbo Co.Ltd(002229)
Party B: Guangdong Baole Siasun Robot&Automation Co.Ltd(300024) Co., Ltd
Party A and Party B are collectively referred to as “parties” and individually as “party”
2. Main terms of the agreement
Whereas: Party A is a joint stock limited company established and validly existing in accordance with the laws of China and listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) (securities code: 002229). Party B is a joint stock limited company established and validly existing in accordance with the laws of China; As of the date of signing this agreement, Party B holds 85.5008% equity of Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as the “target company”); Party A, Party B, the target company and Wang Lilei, the actual controller of Party B and the target company, have signed the equity repurchase agreement, which stipulates that Party B shall repurchase 5.00% equity of the target company held by Party A (hereinafter referred to as “equity repurchase”). After the above equity repurchase is completed, Party B will hold 90.5008% equity of the target company.
Party A intends to purchase 51.00% equity of Guangzhou Keyu held by Party B (hereinafter referred to as “this transaction”) in accordance with the terms and conditions agreed in this agreement, and Party B agrees to sell the above equity to Party A in accordance with the terms and conditions agreed in this agreement.
(1) Transfer of target equity: the target equity in this transaction is 51.00% equity of the target company and all related interests that Party B intends to transfer to Party A in accordance with this agreement.
Party B agrees to transfer the subject equity to Party A according to the agreement, and Party A agrees to transfer the subject equity according to the agreement.
(2) Consideration for the transfer of the underlying equity: both parties agree that Party A shall entrust an asset appraisal institution in accordance with the provisions of the Securities Law (hereinafter referred to as the “appraisal institution”) to evaluate 100% equity of the target company and issue an asset appraisal report. According to the pre appraisal of the subject equity by the appraisal institution, as of December 31, 2021 (hereinafter referred to as the “base date”), the overall pre appraisal value of the target company does not exceed 70 million yuan. Referring to the pre appraisal value, the parties negotiate and determine that the transfer consideration of the subject equity shall not exceed 357 million yuan. The final price of the subject equity shall be based on the appraisal value in the asset appraisal report issued by the appraisal institution and shall be separately determined by both parties through negotiation.
(3) Payment of transfer consideration:
Within 30 days after the establishment of the equity pledge agreed in this agreement, 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. Both parties confirm that the above-mentioned funds can only be used by Party B to solve the occupation of non operating funds by related parties of the target company, so the above-mentioned funds shall be directly paid by Party A to the bank account jointly managed by Party A and the target company opened by the target company (hereinafter referred to as the “target company jointly managed account”); Party A shall be deemed to have fulfilled all the payment obligations agreed in this paragraph after Party A has paid the above amount to the joint management account of the target company. From the date when the subject equity is registered in the name of Party A, the full amount of the above-mentioned amount shall be converted into the transaction price paid by Party A to Party B.
The remaining consideration of this transaction shall be paid by Party A to Party B in cash in four installments:
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;
Phase II: issue a special audit report on the realization of the promised net profit of the target company in 2022 in an accounting firm approved by Party A, and Party B shall, in accordance with the performance commitment and compensation agreement on Guangzhou Keyu Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as the “performance commitment and compensation agreement”) separately signed by both parties Party A shall pay Party B 15% of the consideration of this transaction, i.e. 53.55 million yuan, within 15 working days from the date of fulfilling the performance compensation obligation (if any) on the promised net profit in 2022;
Phase III: Party A shall pay 15% of the transaction consideration to Party B within 15 working days from the date when the accounting firm approved by Party A issues a special audit report on the realization of the target company’s promised net profit in 2023 and Party B completes the performance compensation obligation (if any) on the promised net profit in 2023 in accordance with the performance commitment and compensation agreement, That is 53.55 million yuan.
Phase IV: within 15 working days after the accounting firm approved by Party A issues a special audit report on the realization of the target company’s promised net profit in 2024 and Party B completes the performance compensation obligation (if any) on the promised net profit in 2024 in accordance with the performance commitment and compensation agreement, Party A shall pay Party B 10% of the transaction consideration, That is 35.7 million yuan.
(4) Guarantee and release
Party B agrees that within 5 working days from the date of signing this agreement, Party B shall pledge 85.5008% of the equity of the target company held by Party B to Party A and complete the pledge registration procedures; Within 5 working days after the completion of the industrial and commercial change registration procedures for equity repurchase, Party B shall pledge 5.00% of the newly held equity of the target company to Party A due to equity repurchase and complete the pledge registration procedures; The above 90.5008% equity of the target company pledged by Party B to Party A is collectively referred to as “pledged equity”.
If Party B fails to perform its payment obligations of price return, liquidated damages payment, compensation and compensation to Party A in accordance with this Agreement and the performance commitment and compensation agreement, Party A has the right to negotiate with Party B on the discount of the pledged equity or the price obtained from the auction and sale of the pledged equity.
The repayment order of the proceeds from Party A’s disposal of the pledged equity in accordance with this agreement is: ① the cost of realizing the creditor’s right and the pledge right; ② Liquidated damages, compensation and compensation incurred in accordance with this agreement, the performance commitment and compensation agreement and relevant laws and regulations; ③ All other expenses payable by Party B to Party A. If the proceeds are insufficient to fulfill Party B’s payment obligations to Party A under this Agreement and the performance commitment and compensation agreement, Party A has the right to require Party B to continue to pay the remaining amount.
Party A shall assist Party B in cancelling the pledge of the subject equity and handling the pledge cancellation registration before going through the company change registration and filing procedures agreed in this Agreement; For the remaining pledged equity other than the subject equity, Party A and Party B shall apply for the cancellation of the pledge within 10 working days after Party B completes all its obligations under this Agreement and the performance commitment and compensation agreement.
(5) Underlying equity delivery
Both parties shall complete the delivery of the subject equity within 15 working days from the effective date of this Agreement and register the subject equity in the name of Party A. Party B shall be responsible for handling the delivery procedures of the subject equity, and Party A shall provide necessary assistance for Party B to handle the delivery of the subject equity. The date when the underlying equity is registered in the name of Party A is the delivery date of the underlying equity.
From the delivery date of the subject equity, Party A shall become the legal owner of the subject equity in accordance with this agreement, enjoy complete shareholder rights and bear corresponding shareholder obligations for the subject equity in accordance with the law.
From the date of delivery of the underlying equity, Party B will no longer enjoy any rights related to the underlying equity, but the relevant responsibilities, risks and obligations that should be undertaken in accordance with this agreement will not be affected by the delivery of the underlying equity.
After the target equity delivery date, the accumulated undistributed profits of the target company shall be jointly enjoyed by the shareholders of the target company according to the shareholding ratio after the completion of this transaction.
(6) Period profit and loss
From the base date (excluding the date) to the target equity delivery date (including the date), the income generated by the target company during this period shall be enjoyed by Party A; The losses incurred during this period shall be made up by Party B to Party A in cash according to the proportion of equity held by Party B in the target company (for the avoidance of ambiguity, the parties confirm that the “equity proportion” agreed here is the equity held by Party B in the target company after the equity repurchase is completed, that is, 90.5008%).
(7) Effectiveness, dissolution and termination of the agreement
This Agreement shall come into force on the date of signing after being sealed by both parties and signed by their legal representatives or authorized representatives. Articles 3.3, 4, 7 to 17 shall come into force on the date of establishment, and other provisions shall come into force on the date of all the following conditions:
① The board of directors of party a deliberated and approved the transaction;
② Party A’s general meeting of shareholders deliberated and approved the transaction.
Both parties through negotiation
