Dalian Haosen Equipment Manufacturing Co.Ltd(688529) board of directors
Relevant instructions on the purchase of assets and the raising of supporting funds by issuing shares this time
Dalian Haosen Equipment Manufacturing Co.Ltd(688529) (hereinafter referred to as the "company" or "listed company") intends to issue shares to 8 shareholders of Shenzhen Xinpu automation equipment Co., Ltd. (hereinafter referred to as "Xinpu automation") such as Mao Tiejun, purchase 100% equity of Xinpu automation held by them, and issue shares to no more than 35 special objects to raise supporting funds (hereinafter referred to as "this transaction").
Since the company has not hired an independent financial consultant, The board of directors of the company shall, in combination with 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 provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (hereinafter referred to as the "provisions on several issues") According to the relevant provisions of the guidelines for the content and format of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies (hereinafter referred to as the "format standards 26"), the following description is made for the plan for Dalian Haosen Equipment Manufacturing Co.Ltd(688529) issuing shares to purchase assets and supporting fund-raising (hereinafter referred to as the "plan") disclosed this time:
1、 Whether the plan prepared this time complies with the provisions or requirements of the reorganization management measures, the provisions on certain issues and the No. 26 standard
The relevant information disclosed in the company's transaction plan is based on the documents obtained by the company. The company and its directors, supervisors and senior managers, the directors, supervisors and senior managers of the target company and the counterparty have issued relevant statements and commitments to ensure that the relevant information disclosed or provided is true, accurate and complete without false records, misleading statements or major omissions. The plan prepared by the board of directors of the company shall be prepared in accordance with the requirements of Standard No. 26, and the content shall cover the scope required by Article 7 of Standard No. 26. In addition, as the audit and evaluation related to this transaction have not been completed, the company also reminded the relevant risks in the plan.
To sum up, the plan prepared by the board of directors of the company meets the requirements of the reorganization management measures, provisions on certain issues and Standard No. 26.
2、 Whether the counterparty has issued commitments and certificates in accordance with the requirements of Article 1 of the provisions on certain issues
The counterparties of this transaction have issued written commitments and statements in accordance with the requirements of Article 1 of the provisions on certain issues, which have been clearly recorded in the transaction plan and announced at the same time with the resolution of the board of directors of the listed company.
3、 Whether the company has signed a transaction contract with the counterparty for this transaction; Whether the transaction contract meets the requirements of Article 2 of the provisions on certain issues
The company has signed the agreement of Dalian Haosen Equipment Manufacturing Co.Ltd(688529) issuing shares and purchasing assets with Mao Tiejun and other counterparties on 100% equity of Shenzhen Xinpu automation equipment Co., Ltd. with effective conditions with the counterparties for this transaction, and agreed on the overall scheme of this transaction. As the audit and evaluation of the target company have not been completed, after the above work is completed, the company will negotiate the specific scheme of the transaction with the counterparty, and convene the board of directors again for deliberation to ensure that the officially signed transaction agreement meets the requirements of Article 2 of the provisions on certain issues.
4、 Whether the board of directors of the company has made a clear judgment on relevant matters in accordance with the requirements of Article 4 of the provisions on certain issues and recorded them in the resolution records of the board of directors
The 18th meeting of the first board of directors of the company deliberated and adopted the
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The board of Directors believes that:
1. The subject assets of this transaction do not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters; The approval items of the company's board of directors, general meeting of shareholders, Shanghai Stock Exchange, China Securities Regulatory Commission and other government departments involved in this transaction have been disclosed in detail in the plan for Dalian Haosen Equipment Manufacturing Co.Ltd(688529) issuing shares to buy assets and raising supporting funds and abstract, and special tips have been made on the risks that may not be approved.
2. The underlying asset of this transaction is 100% equity of the underlying company. The counterparty legally owns the complete rights of the underlying assets, the ownership is clear, there is no other pledge, seizure, freezing and other restrictions or prohibition on transfer, and there is no situation where the shareholders' capital contribution is untrue or affects the legal existence of the underlying company.
3. This transaction is conducive to improving the integrity of the company's assets, and the company continues to maintain independence in terms of personnel, procurement, production, sales, intellectual property rights, etc.
4. The target company of this transaction, Shenzhen Xinpu automation equipment Co., Ltd., is mainly engaged in lithium battery manufacturing fields such as lithium battery, Zhongli battery, 3C battery and energy storage battery, and provides advanced middle and rear stage production equipment and post-processing production line. After the completion of this transaction, the industry status and influence of the listed company will be improved, which is conducive to consolidating the development of the main business of the listed company, expanding the business scale of the listed company and improving the profitability of the listed company; It is conducive to the company's expansion of business layout and enhancement of anti risk ability; This transaction will not lead to the company's new related party transactions or horizontal competition.
Therefore, this transaction complies with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
5、 Whether the transaction plan complies with the provisions of Articles 11 and 43 of the reorganization management measures
(i) The overall scheme of this transaction complies with Article 11 of the reorganization management measures
This transaction is not expected to constitute a major asset restructuring, but after careful judgment by the board of directors, this transaction should be reviewed with reference to the major asset restructuring. According to Article 11 of the measures for the administration of major asset restructuring of listed companies, the specific circumstances of this transaction are as follows:
1. This transaction complies with the national industrial policies, 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 the company and shareholders;
4. The ownership of assets involved in this exchange is clear, there are no legal obstacles to asset transfer or transfer, and the treatment of relevant creditor's rights and debts is legal;
5. This transaction is conducive to enhancing the company's sustainable operation ability, and there is no situation that may cause the company's main assets to be cash or no specific business after reorganization;
6. This transaction is conducive to the 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 company to maintain a sound and effective corporate governance structure.
Therefore, this transaction complies with Article 11 of the measures for the administration of major asset restructuring of listed companies. （2） The overall transaction plan complies with the provisions of Article 43 of the reorganization management measures, article 11.2 of the Listing Rules of Shanghai Stock Exchange on the science and innovation board and Article 7 of the review rules of Shanghai Stock Exchange on the major asset reorganization of listed companies on the science and innovation board
After careful comparison with Article 43 of the measures for the administration of major asset restructuring of listed companies, article 11.2 of the Listing Rules of Shanghai Stock Exchange science and innovation board and Article 7 of the review rules of Shanghai Stock Exchange science and innovation board for major asset restructuring of listed companies, the specific circumstances of the company's transaction are as follows:
1. This transaction is conducive to improving the quality of the company's assets, improving the financial situation and enhancing the sustainable profitability, reducing related party transactions, avoiding horizontal competition and enhancing the independence of the listed company;
2. The company's financial and accounting reports for the most recent year and the first period have been issued an unqualified audit report by a certified public accountant;
3. The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations;
4. The assets purchased by the company by issuing shares are operating assets with clear ownership, and can complete the ownership transfer procedures within the agreed time limit;
5. There is no violation of other conditions stipulated by the CSRC in this transaction;
6. The underlying assets purchased by issuing shares, convertible corporate bonds and paying cash conform to the positioning of the science and innovation board. The industry is in the same industry as the company, which can have synergy with the company's main business, which is conducive to promoting the integration and upgrading of the main business and improving the company's sustainable operation ability.
Therefore, this transaction of the company complies with the provisions of Article 43 of the measures for the administration of major asset restructuring of listed companies, article 11.2 of the Listing Rules of Shanghai Stock Exchange on the science and innovation board and Article 7 of the review rules of Shanghai Stock Exchange on the major asset restructuring of listed companies on the science and innovation board.
6、 Whether the transaction plan prepared by the board of directors of the company has fully disclosed the major uncertainties and risks of the transaction
The board of directors of the company has fully disclosed the major uncertain factors and risk matters existing in this transaction in the "tips on major matters", "tips on major risks" and "Section VII risk tips on this transaction" of this transaction plan.
7、 Is there any false record, misleading statement or major omission in the transaction plan prepared by the board of directors of the company
The relevant information disclosed in the company's transaction plan is based on the documents obtained by the company. The company and its directors, supervisors, senior managers, directors, supervisors, senior managers and counterparties of the target company have issued relevant statements and commitments to ensure that the relevant information disclosed or provided is true, accurate and complete without false records, misleading statements or major omissions.
It is hereby explained.
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Dalian Haosen Equipment Manufacturing Co.Ltd(688529) board of directors mm / DD / yyyy
