Wuxi Hodgen Technology Co.Ltd(300279) board of directors
Explanation on the compliance of this transaction with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies
Wuxi Hodgen Technology Co.Ltd(300279) (hereinafter referred to as “listed company” or ” Wuxi Hodgen Technology Co.Ltd(300279) “) plans to purchase 31.08% of the total minority shareholders’ equity of Wuxi Hejing Intelligent Technology Co., Ltd. (hereinafter referred to as “Hejing intelligent” or “target company”) held by Anhui high tech investment new materials industry fund partnership (limited partnership), Huaibei growth small and medium-sized enterprise fund Co., Ltd. and Huaibei Shanda Construction Investment Co., Ltd, It plans to raise matching funds from no more than 35 investors by issuing shares to specific objects (hereinafter referred to as “this transaction”).
1、 This transaction complies with Article 11 of the measures for the administration of major asset restructuring of listed companies
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”). The specific circumstances are as follows:
(I) this transaction complies with relevant national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust
Hejing intelligent is mainly engaged in the R & D, production and sales of intelligent controllers, which belongs to the high-tech industry encouraged by the state. This industry is not prohibited or restricted by the national industrial policy, which is in line with the national industrial policy; This transaction does not violate the laws and regulations on environmental protection and land management; This transaction fails to meet the concentration reporting standards stipulated in the provisions of the State Council on the reporting standards of concentration of business operators, and complies with the provisions of the anti monopoly law of the people’s Republic of China.
Therefore, this transaction complies with the provisions of item (I) of Article 11 of the reorganization management measures.
(II) this transaction will not cause the listed company to fail to meet the conditions for stock listing
In accordance with the securities law of the people’s Republic of China, the Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions, The change in the equity distribution of a listed company results in no longer meeting the listing conditions, which means that “if the shares held by the public are less than 25% of the total shares of the company and the total share capital of the company exceeds 400 million yuan, the shares held by the public are less than 10% of the total shares of the company. The public does not include: (1) shareholders holding more than 10% of the shares of the listed company and their persons acting in concert; (2) Directors, supervisors, senior managers and their affiliates of listed companies “.
According to the current situation of shares held by shareholders of listed companies, after the completion of this transaction, it is expected that the shareholding ratio of social public shareholders of listed companies will still meet the minimum proportion requirement of more than 10%, which will not lead to the listed companies not meeting the listing conditions of Shenzhen Stock exchange.
Therefore, this transaction complies with the provisions of item (II) of Article 11 of the reorganization management measures.
(III) the asset pricing involved in this exchange is based on fairness, and there is no situation that damages the legitimate rights and interests of listed companies and shareholders
The asset restructuring was carried out in accordance with relevant laws and regulations. The pricing of the shares issued this time is determined in accordance with relevant laws, regulations and normative documents such as the measures for the administration of restructuring, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the measures for the continuous supervision of companies listed on the gem (for Trial Implementation). The transaction price of the subject asset shall be determined through negotiation based on the evaluation results of the evaluation report issued by the asset evaluation institution. The asset pricing involved in this exchange is fair, and there is no situation that damages the legitimate rights and interests of listed companies and shareholders. Therefore, this transaction complies with the provisions of item (III) of Article 11 of the reorganization management measures.
(IV) the ownership of assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal
The underlying asset of this transaction is the 31.08% equity of Hejing intelligent. The underlying company is legally established and effectively exists, the ownership of the underlying asset is clear, there is no pledge, right guarantee or other restrictions, and there is no legal obstacle to the transfer or transfer of the underlying asset; This transaction does not involve the transfer of creditor’s rights and debts, and the relevant creditor’s rights and debts are handled legally.
Therefore, this transaction complies with the provisions of item (IV) of Article 11 of the reorganization management measures.
(V) this transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may lead to the main assets of the listed company being cash or no specific business after the reorganization
Hejing intelligence has strong profitability. After the completion of this transaction, the target company will become a wholly-owned subsidiary of the listed company, and the net profit and net assets of the Listed Company attributable to the owner of the parent company will be further improved. Therefore, this transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may lead to the listed company’s main assets being cash or no specific business after issuing shares to purchase assets.
Therefore, this transaction complies with the provisions of item (V) of Article 11 of the reorganization management measures.
(VI) this transaction is conducive to the listed 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
Before this transaction, the listed company remained independent from the controlling shareholders and their affiliates in terms of business, assets, finance, personnel and institutions (the listed company has no actual controller), which is in line with the relevant provisions of the CSRC on the independence of listed companies. The underlying assets of this transaction are complete operational assets; After the completion of this transaction, the listed company will remain independent from the controlling shareholders and their affiliates in terms of business, assets, finance, personnel and institutions, in line with the relevant provisions of the CSRC on the independence of listed companies.
Therefore, this transaction complies with the provisions of item (VI) of Article 11 of the reorganization management measures.
(VII) this transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure of the listed company
Prior to this transaction, the listed company has established the general meeting of shareholders, the board of directors, the board of supervisors and other organizations and formulated corresponding rules of procedure to ensure the standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors and the exercise of their duties according to law, with a sound organizational structure and perfect corporate governance structure. After the completion of this transaction, the listed company will further maintain a sound and effective corporate governance structure in accordance with the requirements of relevant laws, regulations and normative documents.
In conclusion, this transaction complies with the provisions of Article 11 (VII) of the reorganization management measures.
2、 This transaction complies with Article 43 of the measures for the administration of major asset restructuring of listed companies
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 43 of the measures for the administration of major asset restructuring of listed companies. The specific circumstances are as follows:
(I) this transaction is conducive to improving the asset quality, financial condition and sustainable profitability of the listed company; It is beneficial for listed companies to reduce related party transactions, avoid horizontal competition and enhance their independence
The acquisition of minority equity of holding subsidiaries by listed companies is the choice for listed companies to further enhance their control over subsidiaries and continue to improve their development strategy.
After the completion of this transaction, the listed company will further expand the advantages of the industrial chain, optimize the business structure and improve the layout of the industrial chain. This transaction will help to improve the asset quality, profitability and comprehensive competitiveness of listed companies.
Before this transaction, the listed company held 68.92% equity of the target company. After the completion of this transaction, the listed company will hold 100% of the equity of the target company, and the shares of the listed company obtained by the counterparty through this issuance of shares to purchase assets transaction will not exceed 5%, so it will not lead to new related parties or new related transactions. After the completion of this transaction, Hejing intelligence will become a wholly-owned subsidiary of the listed company. This transaction will not lead to horizontal competition between the listed company and the controlling shareholders and their affiliated enterprises.
Prior to this transaction, the listed company has been independent of the controlling shareholders in terms of business, assets, personnel, institutions and finance, and has an independent and complete business system and the ability to operate independently facing the market. After the completion of this transaction, Hejing intelligent will become a wholly-owned subsidiary of Wuxi Hodgen Technology Co.Ltd(300279) and will further enhance the core competitiveness of the company, which will not lead to significant changes in the independence of the company in business, assets, personnel, institutions, finance and other aspects.
Therefore, this transaction will not affect the independence of the listed company, and will not lead to horizontal competition and unnecessary related party transactions. This transaction complies with the provisions of item (I) of Article 43 of the reorganization management measures.
(II) the financial accounting report of the listed company for the most recent year has been issued with an unqualified audit report by a certified public accountant
Zhongxi Certified Public Accountants (special general partnership) audited the financial statements of the company in 2021 and issued an unqualified audit report (Zhongxi Cai Shen No. 2022s00505).
In conclusion, this transaction complies with the provisions of item (II) of Article 43 of the reorganization management measures.
(III) the current directors of the listed company are suspected of being investigated or the senior managers of the listed company are not put on file for criminal violations by the CSRC
The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or under investigation by China Securities Regulatory Commission for suspected violations of laws and regulations
Therefore, this transaction complies with the provisions of item (III) of Article 43 of the reorganization management measures.
(IV) the assets purchased by the listed company by issuing shares are operating assets with clear ownership and can complete the ownership transfer procedures within the agreed time limit
The 31.08% equity of Hejing intelligent purchased by the company in this exchange is an operating asset with clear ownership, and can complete the ownership transfer procedures within the agreed period
Therefore, this transaction complies with the provisions of item (IV) of Article 43 of the reorganization management measures.
(V) there is no violation of other conditions stipulated by the CSRC in this transaction
There is no violation of other conditions stipulated by the CSRC in this transaction.
Therefore, this transaction complies with the provisions of item (V) of Article 43 of the reorganization management measures.
3、 Conclusion
To sum up, this transaction complies with the relevant provisions of Articles 11 and 43 of the reorganization management measures.
It is hereby explained.
Wuxi Hodgen Technology Co.Ltd(300279) board of directors
May 18, 2022
