Guangdonghectechnologyholdingco.Ltd(600673)
Reply of independent directors to the working letter of Shanghai Stock Exchange
On March 16, 2022, the listed company received the working letter on the supervision of Guangdonghectechnologyholdingco.Ltd(600673) equity purchase and related party transactions (shgh [2022] No. 0188) (hereinafter referred to as the “working letter”), and expressed its opinions on relevant issues according to the requirements of the working letter:
Question:
2、 Considering the uncertainty of Guangyao’s restructuring and subsequent application for listing, the exercise time of acquisition option is related to the interests of listed companies. The company is requested to verify and supplement the disclosure:
(1) Specific arrangements, actual progress, possible obstacles and risks of Guangyao’s restructuring and subsequent application for listing; (2) In combination with question (1), fully explain the specific reasons and rationality of deciding whether to exercise the acquisition right within 3 months before the current rather than the target restructuring, whether there is great uncertainty in the follow-up related process, and whether early decision may be detrimental to safeguarding the interests of listed companies. The financial advisor of major asset restructuring is invited to express opinions on question (1), and the independent directors of the company are invited to express opinions on question (1) (2).
In view of the above issues, our independent directors express the following opinions:
Question (1) comments
On the one hand, Guangzhou Pharmaceutical has made plans to implement the joint-stock system reform around June 2022, and plans to choose an opportunity to apply for listing according to the situation of the capital market around 2023. The relevant work is in progress; On the other hand, Guangyao has not found any major obstacles to the restructuring and subsequent application for listing, but whether it can eventually be restructured and listed as planned is still affected by the capital market environment and the enterprise’s own development, and there is some uncertainty in its process. Shendong, the counterparty of this transaction, has actually issued a letter of commitment to provide safeguard measures for the listed company on the restructuring process of Guangyao.
Question (2) comments
According to the restructuring commitments made by shendongshi, the controlling shareholders of the listed company shall notify the listed company no later than 3 months before the restructuring of Guangyao into a joint-stock company, and the commitment is valid until the date of Guangyao’s restructuring into a joint-stock company, and the listed company can freely exercise the acquisition option before the date of Guangyao’s restructuring into a joint-stock company.
According to the instructions of Guangzhou Pharmaceutical: on the one hand, Guangzhou Pharmaceutical has formulated a clear plan to implement the restructuring around June 2022, and plans to choose an opportunity to apply for listing according to the situation of the capital market around 2023, and the relevant work is in progress; On the other hand, Guangzhou Pharmaceutical has not found any major obstacles to the restructuring and subsequent application for listing, but the ultimate success of listing is still affected by the capital market environment and the enterprise’s own development, and its listing process is uncertain.
Based on the above situation, we believe that Guangyao has planned to implement the joint-stock system transformation around June 2022, comprehensively considering the necessary time for the listed company and Guangyao to perform relevant decision-making procedures and relevant preparations, and reserving a certain safety buffer time. It is a more appropriate time window to exercise the acquisition option in the current decision, which is also conducive to the listed company’s timely decision to recover the rights and interests of Guangyao before reorganization, Can safeguard the interests of listed companies.
Independent director: Qin Jiwei
Fu Hailiang
Xie Juan
March 27, 2022
