Listing place: Shanghai Stock Exchange Stock Code: 688529 securities abbreviation: Dalian Haosen Equipment Manufacturing Co.Ltd(688529) Dalian Haosen Equipment Manufacturing Co.Ltd(688529) summary of the plan for issuing shares to purchase assets and raise supporting funds
Project counterparty
Mao Tiejun
Shenzhen Yongcheng No. 2 investment partnership (limited partnership)
Beijing Zhike Industry Investment Holding Group Co., Ltd
Issuing shares to purchase assets Dongguan Ruipu equity investment partnership (limited partnership)
Tang Qianjun
Wang Zhiquan
Luo Xiaofu
Ma Qian
No more than 35 specific objects raised matching funds
December, 2001
catalogue
catalogue 1 interpretation 3 I. General terms 3 II. Professional terms 5. The parties to the transaction declare that 7 I. statement of the listed company and all directors, supervisors and senior managers 7 II. Statement of counterparty 7 tips on major issues 8 I. overview of this transaction plan 8 II. Evaluation and pricing of this transaction 9 III. identification of whether this transaction constitutes related party transactions, major asset restructuring and reorganization listing 9. IV. information on this issuance of shares 10 v. performance commitment and compensation arrangement Vi. decision making process and approval of this transaction 14 VII. Important commitments made by relevant parties of this transaction VIII. The principal opinions of the largest shareholder and shareholders holding more than 5% of the shares of the listed company on the reorganization and the share reduction plan of relevant subjects from the date of the first resolution of the board of directors of the transaction to the completion of the implementation 23 IX. relevant arrangements for protecting the legitimate rights and interests of investors 24 X. information tips to be supplemented and disclosed 25 major risk tips 26 I. risks related to this transaction 26 II. Business risk of the subject matter of the transaction 29 III. other risks 30 overview of this transaction 32 I. background and purpose of this transaction 32 II. The target company has the attribute of scientific innovation and conforms to the positioning of Scientific Innovation Board 37 III. approval of the decision-making process of this transaction 37 IV. specific scheme of this transaction thirty-eight
5、 Whether this transaction constitutes related party transactions, major asset restructuring and reorganization listing 44 VI. expected changes in equity control structure caused by this transaction forty-four
interpretation
In this plan, unless the context specifies, the following abbreviations have the following meanings: I. General terms
Dalian Haosen Equipment Manufacturing Co.Ltd(688529) , listed company, public index Dalian Haosen Equipment Manufacturing Co.Ltd(688529)
Company, the company
Haosen Co., Ltd. refers to Dalian Haosen Equipment Manufacturing Co., Ltd., which is the predecessor of Dalian Haosen Equipment Manufacturing Co.Ltd(688529)
Xinpu automation and target company refer to Shenzhen Xinpu automation equipment Co., Ltd
The underlying assets and transaction targets refer to 100.00% equity of Shenzhen Xinpu automation equipment Co., Ltd
This transaction and this reorganization refer to the company’s plan to issue shares to purchase 100.00% equity of Xinpu automation held by the counterparty
The counterparties include Mao Tiejun, Luo Xiaofu, Wang Zhiquan, Tang Qianjun and Ma Qian
And three enterprises invested by Yongcheng No. 2, Beijing Zhike and Purui
Compensation obligors include Mao Tiejun, Luo Xiaofu, Wang Zhiquan, Tang Qianjun and Ma Qian
And two enterprises invested by Yongcheng No. 2 and Purui
Transaction consideration refers to the total transaction consideration paid to the counterparty in this transaction
Issuing shares to raise supporting funds means that the company intends to issue shares to no more than 35 specific objects to raise supporting financing funds
Plan. This plan refers to the plan for Dalian Haosen Equipment Manufacturing Co.Ltd(688529) issuing shares to purchase assets and raising supporting funds
Yongcheng No. 2 refers to Shenzhen Yongcheng No. 2 investment partnership (limited partnership)
Beijing Zhike refers to Beijing Zhike Industrial Investment Holding Group Co., Ltd
Ruipu investment refers to Dongguan Ruipu equity investment partnership (limited partnership)
Broadcom Juyuan refers to Dalian Broadcom Juyuan Industrial Co., Ltd. Dalian Haosen Equipment Manufacturing Co.Ltd(688529) the largest shareholder
Kerong industry refers to Dalian Kerong Industry Co., Ltd. Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholder
Shangrui industry refers to Dalian shangrui Industry Co., Ltd. Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholder
Haosen investment refers to Dalian Haosen Investment Development Co., Ltd. Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholder
Shangrong innovation refers to Shangrong innovation (Ningbo) Equity Investment Center (limited partnership), Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholders
Shangrong Juyuan refers to Shanghai Shangrong Juyuan equity investment center (limited partnership), Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholders
Mingde Juxian refers to Dalian Mingde Juxian enterprise management consulting partnership (limited partnership), Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholder, and is an employee stock ownership platform
Hexin Juzhi refers to Dalian Hexin Juzhi enterprise management consulting partnership (limited partnership), Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholders, and is an employee stock ownership platform
Hengda Juli refers to Dalian Hengda Juli enterprise management consulting partnership (limited partnership), Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholder, and is an employee stock ownership platform
Zhiteng Juzhong refers to Dalian Zhiteng Juzhong enterprise management consulting partnership (limited partnership), Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholders, and is an employee stock ownership platform
Tongli Juren refers to Dalian Tongli Juren enterprise management consulting partnership (limited partnership), Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholder, and is an employee stock ownership platform
Rongsheng Juyi refers to Dalian Rongsheng Juyi enterprise management consulting partnership (limited partnership), Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholders, and is an employee stock ownership platform
Fuwo investment refers to Xinyu Fuwo advanced equipment investment management center (limited partnership), Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholder
Zhiwei investment refers to Beijing Zhiwei Shangxin circulation Investment Center (limited partnership), Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholder
Hairui investment refers to Haining Hairui industrial investment partnership (limited partnership), Dalian Haosen Equipment Manufacturing Co.Ltd(688529) shareholders
Huizhou Xinpu refers to Huizhou Xinpu automation equipment Co., Ltd., a wholly-owned subsidiary of the subject company
Dongguan Yuanrui refers to Dongguan Yuanrui automation equipment Co., Ltd., a wholly-owned subsidiary of the subject company
Shenzhen new century refers to Shenzhen new century Automation Technology Co., Ltd., the holding subsidiary of the target company
Lixin certified public accountants refers to Lixin Certified Public Accountants (special general partnership)
The appraisal base date refers to September 30, 2021
The audit base date refers to September 30, 2021
The pricing benchmark date refers to Dalian Haosen Equipment Manufacturing Co.Ltd(688529) the announcement date of the resolution of the 18th meeting of the first board of directors
Byd Company Limited(002594) refers to Byd Company Limited(002594) and its subsidiaries
Chaowei group refers to Chaowei Power Group Co., Ltd. and its subsidiaries
Camel new energy refers to camel group new energy battery Co., Ltd. and its subsidiaries
Pylon Technologies Co.Ltd(688063) refers to Pylon Technologies Co.Ltd(688063) and its subsidiaries
Ganfeng Lithium Co.Ltd(002460) refers to Ganfeng Lithium Co.Ltd(002460) and its subsidiaries
The negotiation on Dalian Haosen Equipment Manufacturing Co.Ltd(688529) and Mao Tiejun and other transactions of the Association for the purchase of assets by issuing shares refers to the agreement on the purchase of assets by issuing shares with 100% equity of Shenzhen Xinpu automation equipment Co., Ltd
Articles of association means the Dalian Haosen Equipment Manufacturing Co.Ltd(688529) articles of association
The Listing Rules of shares on the science and Innovation Board refer to the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020)
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The reorganization management measures refer to the management measures for major asset reorganization of listed companies (revised in 2020)
The Interim Provisions refer to the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies
The reporting period refers to 2019, 2020 and January September 2021
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
CSRC and CSRC refer to China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Ministry of finance means the Ministry of finance of the people’s Republic of China
MIIT means the Ministry of industry and information technology of the people’s Republic of China
National Development and Reform Commission means the national development and Reform Commission of the people’s Republic of China
Ministry of Commerce means the Ministry of Commerce of the people’s Republic of China
Ministry of science and technology means the Ministry of science and technology of the people’s Republic of China
Ministry of ecological environment means the Ministry of ecological environment of the people’s Republic of China
A share refers to domestic listed RMB ordinary shares
General meeting means
