Wuxi Hodgen Technology Co.Ltd(300279) board of directors
Explanation on the fact that this transaction does not constitute the material assets reorganization stipulated in Article 12 and the reorganization and listing stipulated in Article 13 of the measures for the administration of material assets reorganization 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 does not constitute a major asset restructuring
The underlying asset of this transaction is the 31.08% equity of Hejing intelligent. According to the audited financial data of the listed company and the underlying company in 2021 and the transaction price, and in combination with the provisions of articles 12 and 14 of the measures for the administration of major asset restructuring of listed companies, the relevant indicators calculated by operating income, total assets and net assets are as follows:
Unit: 10000 yuan
For the asset transaction price index of the subject matter of the project, select the index proportion of listed companies (a) (b) (c) = (a) (b), whichever is higher (d) (c) / (d)
Total assets 6884630259254328922718 23.80%
Operating income 5829032 not applicable 20603675 28.29%
Net assets 2511941259254325925438945229 28.98%
Note: according to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, when calculating the proportion of financial indicators for the purchase of minority shareholders’ equity this time, the total assets shall be subject to the higher of the product of the total assets of the invested enterprise and the proportion of equity held by the investment and the transaction amount; The operating income shall be the product of the operating income of the invested enterprise and the equity proportion of the investment, and the net asset shall be the higher of the product of the net asset of the invested enterprise and the equity proportion of the investment and the transaction amount.
The total amount of assets, net assets and operating income indicators of the transaction subject to the purchase of the equity of Jingzhi minority shareholders do not exceed 50% of the corresponding items of the listed company. Therefore, this transaction does not constitute the major asset reorganization of the listed company as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 This transaction does not constitute reorganization and listing
(I) changes in control of listed companies within 36 months
On March 25, 2020, Chen Bolin, the former controlling shareholder and actual controller of the listed company, and Jingzhou Huihe equity investment partnership (limited partnership) (hereinafter referred to as “Jingzhou Huihe”) signed the entrustment of voting rights of Chen Bolin and Jingzhou Huihe equity investment partnership (limited partnership) on Wuxi Hodgen Technology Co.Ltd(300279) shares. Chen Bolin entrusted the voting rights corresponding to 74356287 shares of the listed company held by him to Jingzhou Huihe to exercise, The term of entrustment is 3 years from the date of signing (including the date) of the entrustment of voting rights of shares. During the entrustment of voting rights, Chen Bolin will act in concert with Jingzhou Huihe in any matter involving the listed company.
After the equity change, the control of the listed company changed, and Jingzhou Huihe became the new controlling shareholder of the company. At the same time, because Jingzhou Huihe has no actual controller, there is no actual controller after the change of control of the listed company.
(II) this transaction does not belong to the situation of purchasing assets from the acquirer and its affiliates
In this transaction, Anhui Hi 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., the counterparties of the listed company issuing shares to purchase assets, have no correlation with Jingzhou Huihe, the controlling shareholder of the listed company.
Therefore, this transaction does not belong to the situation of purchasing assets from the acquirer and its affiliates.
(III) this transaction will not lead to fundamental changes in the listed company
Before this transaction, the listed company has held 68.92% equity of Hejing intelligent. After this transaction is completed, Hejing intelligent will become a wholly-owned subsidiary of the listed company. This transaction will not change the scope of the consolidated statements of the listed company; Hejing intelligent is the main operator of the intelligent manufacturing business of the listed company, and this transaction will not lead to changes in the main business of the listed company; After the completion of this transaction, the controlling shareholder of the listed company is still Jingzhou Huihe, and this transaction will not lead to changes in the control of the listed company.
Therefore, this transaction will not lead to fundamental changes in the listed company.
To sum up, the purchase of the minority shareholders’ equity of Hejing intelligent by the listed company this time does not belong to the behavior of purchasing assets from the acquirer and its affiliates within 36 months from the date of the change of the self-control right of the listed company. This transaction will not lead to fundamental changes in the listed company. This transaction does not constitute the reorganization and listing specified in Article 13 of the administrative measures for major asset reorganization of listed companies.
It is hereby explained.
Wuxi Hodgen Technology Co.Ltd(300279) board of directors
May 18, 2022
