Securities code: 002229 securities abbreviation: Hongbo Co.Ltd(002229) Announcement No.: 2022-029 Hongbo Co.Ltd(002229)
Announcement on the resolutions of the 24th Meeting of the 5th board of supervisors
The company and all members of the board of supervisors 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 "the company" or "the company") the 24th Meeting of the 5th board of supervisors 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 supervisors and senior managers by hand, fax, e-mail and other means on February 8, 2022. Three supervisors should be present at this meeting and three actually present. The convening and convening of the meeting shall comply with the relevant provisions of the company law of the people's Republic of China and the articles of association.
The meeting was convened and presided over by Mr. Hu Wei, chairman of the board of supervisors. The attending supervisors deliberated and voted on various proposals and formed the following resolutions:
1、 The proposal on the company meeting the conditions for major asset restructuring was deliberated and adopted by 3 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, the board of supervisors of the company, through self-examination, believes that the company meets the 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.
2、 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 Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as "Guangzhou Keyu") held by Guangdong Baole Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. (hereinafter referred to as "Baole Co., Ltd.") by paying cash (in cash)
Voting results: 3 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: 3 in favor, 0 against and 0 abstention, which was adopted after deliberation.
3. Transaction price
Both parties to the transaction agree that the company will entrust an appraisal institution in accordance with the provisions of the securities law to evaluate the subject assets, and the benchmark date of appraisal is December 31, 2021. According to the pre evaluation of the subject assets by the evaluation institution, 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: 3 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: 3 in favor, 0 against and 0 abstention, which was adopted after deliberation.
5. Delivery of underlying assets
Cut. 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: 3 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 the equity of the target company transferred by it.
Voting results: 3 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.
Voting results: 3 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: 3 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: 3 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.
3、 The proposal that this transaction constitutes a major asset reorganization but does not constitute reorganization and listing was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions;
According to the unaudited consolidated financial statements of the target company in 2020 and the audit report of the company in 2020, the proportion of the total assets, net assets and operating income of the target company in the corresponding financial indicators of the company in 2020 is as follows:
Unit: 10000 yuan
According to the estimate
Index selection criteria for target company value prediction of the project ① Hongbo Co.Ltd(002229) ② ① / ② proportion of index in transaction price
Total assets 32073.53 35700.00 35700.00 213834.75 16.70%
Net assets 7708.30 35700.00 35700.00 177549.80 20.11%
Operating income 53510.94-53510.94 47381.97 112.94%
As mentioned above, the operating revenue generated by the underlying assets in 2020 accounts for more than 50% of the operating revenue of the company's audited consolidated financial and accounting reports in 2020. According to the provisions of articles 12 and 14 of the measures for the administration of major asset restructuring of listed companies, this transaction constitutes a major asset restructuring of listed companies.
This transaction does not involve the issuance of shares. The actual controller of the listed company before and after this transaction is Mao Wei. This transaction will not lead to the change of the control right of the listed company. According to Article 13 of the measures for the administration of major asset reorganization of listed companies, this transaction does not constitute reorganization and listing.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on < Hongbo Co.Ltd(002229) major asset purchase plan and its summary was considered and adopted by 3 votes in favor, 0 votes against and 0 abstentions;
The company has prepared the Hongbo Co.Ltd(002229) major asset purchase plan and its abstract according to relevant laws and regulations and the situation of this major asset reorganization. For details, see the Hongbo Co.Ltd(002229) major asset purchase plan disclosed by the company on cninfo.com on February 15, 2022.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 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 3 votes in favor, 0 votes against and 0 abstentions;
The board of supervisors of the company has demonstrated and verified whether this major asset reorganization complies with the provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies, and believes that this transaction complies with the provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 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 3 votes in favor, 0 votes against and 0 abstentions;
The board of supervisors of the company has carefully analyzed whether this transaction complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies. After analysis, the board of supervisors of the company believes that:
1. This transaction complies with the national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust;
2. This transaction will not cause the company to fail to meet the conditions for stock listing;
3. The asset pricing involved in this exchange is fair, and there is no situation that damages the legitimate rights and interests of listed companies and shareholders;
4. The ownership of assets involved in this exchange 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;
5. This transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may lead to the company's main assets being cash or no specific business after reorganization;
6. This transaction is conducive to the listed company's independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies;
7. This transaction is conducive to the listed company to maintain a sound and effective corporate governance structure.
In conclusion, the board of supervisors of the company believes that this transaction complies with the relevant provisions of Article 11 of the measures for the administration of 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 the absence of the situation 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 reorganization of Listed Companies in this major asset reorganization of the company was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions;
After careful judgment, the board of supervisors of the company believes that the relevant subjects of this major asset restructuring have not been filed for investigation or investigation due to suspected insider trading, or have been subject to administrative punishment by the CSRC or investigated for criminal responsibility by judicial organs 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.
8、 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 3 votes in favor, 0 votes against and 0 abstentions;
In order to ensure fair information disclosure and avoid abnormal fluctuations in the company's share price,
