Wuxi Hodgen Technology Co.Ltd(300279) board of directors
Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation 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”).
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, as follows:
1. The subject asset to be purchased in this transaction is a minority equity of Hejing intelligent, which does not involve the approval of project initiation, environmental protection, industry access, land use, planning, construction and other related matters; This transaction still needs to be reviewed by the shareholders’ meeting of the listed company, approved by Shenzhen Stock Exchange and registered by China Securities Regulatory Commission. The above approval matters have been disclosed in detail in the report on Wuxi Hodgen Technology Co.Ltd(300279) issuing shares to purchase assets and raising supporting funds (Draft), and special tips have been made on the risks that may not be approved.
2. The counterparty legally owns the complete right of 31.08% equity of Hejing intelligent in total, and there is no restriction or prohibition on the transfer of the above equity. Hejing intelligence has no false capital contribution or influence on its legal existence, and there is no legal obstacle to the transfer of the subject assets of this transaction to the company.
3. After the completion of this transaction, Hejing intelligence will become a wholly-owned subsidiary of the company. Hejing intelligent has complete assets and owns various assets related to operation. This transaction is conducive to the integrity of the company’s assets and will not affect the company’s independence in business, assets, finance, personnel, institutions and so on.
4. 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 actual controller and its affiliated enterprises. This transaction will help the company improve its financial situation, enhance its sustainable profitability and enhance its anti risk ability.
To sum up, the board of directors of the company believes that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
It is hereby explained.
Wuxi Hodgen Technology Co.Ltd(300279) board of directors
May 18, 2022
