Shanghai Sk Automation Technology Co.Ltd(688155) board of directors
On the completeness, compliance and of the legal procedures for this major asset reorganization
Description of the validity of legal documents submitted
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company” or “the listed company”) intends to acquire 51% of the equity of Ningde Dongheng Machinery Co., Ltd. (hereinafter referred to as “the target company”) in cash (hereinafter referred to as “this transaction” or “this major asset reorganization”). After the completion of this transaction, the company will control the target company.
According to the relevant provisions of relevant laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the completeness and compliance of the board of directors of the company in performing legal procedures and the effectiveness of legal documents submitted for this transaction are described as follows:
1、 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
1. During the preliminary negotiation between the company and the counterparty on this transaction, necessary and sufficient confidentiality measures were taken, and the scope of knowledge of sensitive information related to this transaction was strictly limited.
2. Due to the planning of this major asset restructuring, the company issued Shanghai Sk Automation Technology Co.Ltd(688155) notice on planning major asset restructuring and signing the letter of intent for equity acquisition (Announcement No.: 2022015) on the information disclosure website of the science and Innovation Board designated by the CSRC on February 11, 2022. The company has disclosed the progress announcement of Shanghai Sk Automation Technology Co.Ltd(688155) on major asset restructuring, the progress announcement of Shanghai Sk Automation Technology Co.Ltd(688155) on major asset restructuring and the supplementary announcement of Shanghai Sk Automation Technology Co.Ltd(688155) on major asset restructuring (Announcement No.: 2022017, 2022040 and 2022042) on March 11, 2022, April 12 and April 16, 2022 respectively, and fulfilled the obligation of information disclosure in time.
3. The company registered the insiders involved in this transaction, made a memorandum on the process of major asset restructuring transaction, and submitted relevant materials to Shanghai Stock Exchange.
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 first disclosure of this transaction did not exceed 20%, which 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 May 20, 2022, the board of directors of the company held the second meeting of the third board of directors, deliberated and approved the transaction report (Draft) and relevant proposals, and the independent directors expressed independent opinions on matters related to the transaction.
6. On May 20, 2022, the board of supervisors of the company held the second meeting of the third board of supervisors, deliberated and adopted the transaction report (Draft) and relevant proposals.
9. On May 20, 2022, the company signed the equity acquisition agreement of Shanghai Sk Automation Technology Co.Ltd(688155) with Shi Zenghui, Lin Chenbin and Lin Liju on Ningde Dongheng Machinery Co., Ltd. with effective conditions with Shi Zenghui and other three shareholders of Ningde Dongheng.
10. On May 20, 2022, the company and Shi Zenghui signed the performance compensation agreement between Shanghai Sk Automation Technology Co.Ltd(688155) and Shi Zenghui on Ningde Dongheng Machinery Co., Ltd.
2、 Notes on the validity of legal documents submitted for this transaction
The company has complied with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of major asset restructuring of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock exchange No. 6 – major asset restructuring, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other relevant laws and regulations According to the provisions of the normative documents and the articles of association, the necessary legal procedures at this stage have been performed for the matters related to this transaction, and the legal documents submitted to Shanghai Stock Exchange are legal and effective. The board of directors and all directors of the company guarantee that the legal documents submitted by the company for this major asset restructuring do not contain any false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the legal documents submitted.
In conclusion, the board of directors of the company believes that the legal procedures for the performance of this transaction are complete, in line with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the legal documents submitted to the regulatory authority this time are legal and effective.
It is hereby explained.
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