Stock abbreviation: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) Guangdong lighting B (B shares)
Stock Code: 000541 (A shares) 200541 (B shares)
Announcement No.: 2022-015
Foshan Electrical And Lighting Co.Ltd(000541)
Announcement on major asset restructuring commitments
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Foshan Electrical And Lighting Co.Ltd(000541) (hereinafter referred to as "company", "listed company" or " Foshan Electrical And Lighting Co.Ltd(000541) ") held the 19th meeting of the ninth board of directors and the third extraordinary general meeting of shareholders in 2021 on October 27, 2021 and December 31, 2021 respectively, Deliberated and passed the and its summary and other proposals related to this transaction, and agreed to hold a total of 21.48% equity of Foshan Nationstar Optoelectronics Co.Ltd(002449) through major asset purchase. As of the disclosure date of this announcement, the transfer procedures of the underlying assets involved in this exchange have been completed.
The important commitments made by the relevant parties to this transaction are as follows (unless otherwise specified, the abbreviations or terms in this announcement have the same meaning as those in the report on Foshan Electrical And Lighting Co.Ltd(000541) major asset purchase and related party transactions (Draft):
(I) listed companies and all directors, supervisors and senior managers
Name of commitment party and main contents of commitment 1
1. The promisor will supervise and restrict the production and operation activities of itself and related enterprises. If the products or businesses of the promisor and related enterprises are the same or similar to those of Foshan Nationstar Optoelectronics Co.Ltd(002449) and Foshan Nationstar Optoelectronics Co.Ltd(002449) subsidiaries in the future, the promisor promises to take the following measures:
(1) Foshan Nationstar Optoelectronics Co.Ltd(002449) if necessary, the promisor and relevant enterprises will reduce their holdings until they transfer all the assets and businesses held to avoid the same relationship;
If the undertaking (2) Foshan Nationstar Optoelectronics Co.Ltd(002449) of industry competition deems it necessary, the promisor can give priority to the acquisition of relevant assets and businesses held by Foshan Nationstar Optoelectronics Co.Ltd(002449) and Guoxing Foshan Electrical And Lighting Co.Ltd(000541) nuohan optoelectronics company in appropriate ways.
2. The commitments made by the promisor in eliminating or avoiding horizontal competition are also applicable to the enterprises directly or indirectly controlled by the promisor. The promisor is obliged to urge and ensure that other subordinate enterprises of the promisor implement the arrangements described in this document and strictly abide by all commitments.
3. If Foshan Nationstar Optoelectronics Co.Ltd(002449) suffers losses due to the violation of the above commitments by the promisor or the enterprise directly or indirectly controlled by the subordinate, the promisor will give Foshan Nationstar Optoelectronics Co.Ltd(002449) reasonable compensation.
1. The listed company does not disclose the relevant inside information of this transaction and use the inside information for insider trading;
1. "Promisor" under "main content of commitment" refers to the commitment parties listed below corresponding to the commitment, the same below.
Commitment 2. As of the issuance date of the report on Foshan Electrical And Lighting Co.Ltd(000541) major asset purchase and related party transactions (Draft), the listed company has not been placed on file for investigation or investigation due to insider trading related to this transaction, If the Securities Regulatory Commission has not been investigated for criminal responsibility due to insider trading within 36 months, There is also no case that it is not allowed to participate in any major asset restructuring of Listed Companies in accordance with Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies.
1. The promisor does not have the conditions stipulated in Article 6 of the provisions on the reduction of shares held by shareholders, directors, supervisors and senior executives of listed companies. Due to being suspected of securities and futures violations and crimes, the promisor has not completed 6 months after being filed for investigation by the CSRC or judicial organs, and after the administrative punishment decision and criminal judgment are made, There is no case that the stock exchange may not reduce the shareholding of Foshan Nationstar Optoelectronics Co.Ltd(002449) joint stock company or shareholders due to violation of the securities and compliance with the rules of listed stock exchange and being publicly condemned by the stock exchange for less than 3 months.
2. If the promisor still holds Foshan Nationstar Optoelectronics Co.Ltd(002449) shares after this transaction, it will comply with the following provisions:
(1) within 6 months after the completion of this transaction, if the promisor plans to reduce the shares obtained by this exchange through the provisions on centralized bidding trading of the stock exchange, he shall make a commitment report to the stock exchange 15 trading days before the first sale, and disclose the reduction plan in advance, which shall be filed by the stock exchange.
(2) Within 6 months after the completion of this transaction, if the promisor plans to reduce the shares obtained by this exchange through the centralized bidding transaction of the stock exchange within 3 months, the total number of shares reduced shall not exceed 1% of the total number of Foshan Nationstar Optoelectronics Co.Ltd(002449) shares.
1. As of the issuance date of the letter of commitment, the listed company has not been subject to any criminal punishment or administrative punishment related to the securities market in the past three years, and there is no major civil litigation or arbitration related to economic disputes; There is no public condemnation or other major dishonesty by the stock exchange in the last 12 months; The listed company is in good faith, and there are no cases of failure to repay large debts on schedule, failure to fulfill commitments, and other administrative supervision measures taken by the CSRC on legal compliance or disciplinary sanctions by the stock exchange.
2. As of the date of issuance of the letter of commitment, the listed company has not been placed on file for investigation by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations in the past three years; There is no case where the insider trading suspected of being related to major asset restructuring has been filed for investigation or investigation and the responsibility has not been determined.
3. As of the issuance date of the letter of commitment, the positions of the existing directors, supervisors and senior managers of the listed company comply with the provisions of laws, administrative regulations, normative documents and the articles of association of the company. There are no government public officials, former government public officials Party and government leading cadres in Colleges and universities have illegal part-time jobs (positions) in the company.
1. The promisor has provided relevant information and documents related to this transaction (including but not limited to original written materials, copies or oral testimony about this transaction) to the intermediary providing audit, valuation, legal and financial advisory professional services for this transaction, The promisor guarantees that the copies or copies of the documents and materials provided are consistent with the original or the original large assets reorganization, and the signatures and seals of such documents and materials are true, and the signatories of such documents have been authorized and effectively signed in accordance with the information law provided; Guarantee the authenticity, accuracy and completeness of the information and documents provided, and ensure that there are no false records, misleading statements or major omissions, and promise to bear individual and joint legal liabilities.
2. The promisor guarantees that the information provided is true, accurate and complete. If the information provided has false records, misleading statements or major omissions, which cause losses to investors, it will be liable for compensation according to law.
With regard to major assets, 1. Promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, and do not use other party Foshan Electrical And Lighting Co.Ltd(000541) asset restructuring dilution to damage the interests of the company; Directors, high immediate return 2. Commitment to restrict personal job consumption behavior; Fill in the risk of the first level manager. 3. Promise not to use the company's assets to engage in investment and consumption activities unrelated to the performance of duties;
Commitment to staff compensation measures 4. The salary system formulated by the board of directors or the salary and assessment committee in the future is linked to the implementation of the company's compensation measures;
5. If the company formulates the equity incentive plan in the future, I will actively promote the exercise conditions of the future equity incentive plan to be linked to the implementation of the company's filling return measures;
6. From the date of issuance of this commitment to the completion of the company's major asset restructuring, if the CSRC makes other new regulatory provisions on filling return measures and commitments, and this commitment cannot meet these provisions of the CSRC, it is promised that supplementary commitments will be issued in accordance with the latest provisions of the CSRC at that time.
7. I promise to earnestly fulfill the company's relevant filling and return measures and any commitments I make about filling and return measures. If I violate these commitments and cause losses to the company or investors, I am willing to bear the corresponding legal liabilities to the company or investors according to law.
1. I promise that there is no share reduction plan from the date of issuance of this commitment letter to the completion of this transaction, and the promisor will not reduce the Foshan Electrical And Lighting Co.Ltd(000541) shares held by him in any other way (if any).
With regard to major assets 2. If Foshan Electrical And Lighting Co.Ltd(000541) implements ex rights actions such as conversion of shares, share distribution and allotment during asset restructuring from the date of issuance of this letter of commitment to the completion of this transaction, the new shares I obtain will also abide by the above commitment of no reduction.
No reduction in Foshan 3. In case of violation of the above commitments, resulting in losses to Foshan Electrical And Lighting Co.Ltd(000541) or other investors, I promise to bear the liability of compensation to Shan lighting or other investors of fo lighting shares in accordance with the law.
The promisor promises to have the right to sign this letter of commitment, and once signed by the promisor, this letter of commitment will constitute an effective, legal and binding responsibility for the promisor. This letter of commitment will remain valid and irrevocable. The promisor guarantees to strictly fulfill all commitments in this letter of commitment; In case of violation of this commitment, the promisor will bear relevant legal liabilities.
1. The promisor does not disclose the relevant insider information of this transaction or use the insider information for insider trading;
2. There is no case of being filed for investigation or investigation for insider trading related to this transaction, and there is no case of being committed by the China Securities Regulatory Commission for insider trading related to major asset restructuring in the past 36 months
