Dalian Haosen Equipment Manufacturing Co.Ltd(688529) board of directors
Completeness and compliance with legal procedures for the company to issue shares to purchase assets and raise supporting funds
And the validity of the legal documents submitted
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”).
According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, the completeness and compliance of the legal procedures performed by the board of directors and the effectiveness of the legal documents submitted are described as follows:
1、 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
1. During the negotiation between the company and the counterparty on this transaction and the signing of relevant agreements, the company took necessary and sufficient confidentiality measures and strictly limited the scope of knowledge of sensitive information related to this transaction.
2. The company has registered the insiders involved in this transaction and submitted the list of insiders to Shanghai Stock Exchange.
3. In accordance with the requirements of relevant laws, regulations and normative documents, the company has prepared and disclosed the plan for Dalian Haosen Equipment Manufacturing Co.Ltd(688529) issuing shares to purchase assets and raising supporting funds and its abstract.
4. Excluding the influence of market factors and industry sector factors, the cumulative rise and fall of the company’s share price within 20 trading days before the announcement of the resolution of the board of directors did not exceed 20%, did not meet the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties, and there was no abnormal fluctuation.
5. On December 22, 2021, the board of directors of the company held the 18th meeting of the first board of directors, deliberated and adopted the transaction plan and relevant proposals, and the independent directors expressed independent opinions on matters related to the transaction. 6. On December 22, 2021, the board of supervisors of the company held the 12th meeting of the first board of supervisors, deliberated and adopted the transaction plan and relevant proposals.
7. On December 22, 2021, the company 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 Mao Tiejun and other eight shareholders of Xinpu automation with effective conditions.
2、 Notes on the validity of legal documents submitted for this transaction
The legal procedures performed by the company for this transaction are complete, comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the legal documents submitted to Shanghai Stock Exchange are legal and effective. The board of directors and all directors of the company will ensure that the legal documents submitted by the company for this exchange do not contain any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of the legal documents submitted.
It is hereby explained.
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