Shanghai Sk Automation Technology Co.Ltd(688155) board of directors
Explanation on the company’s major asset reorganization meeting the provisions of Article 11 of the measures for the administration of major asset reorganization of listed companies
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the 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 “the transaction” or “the major asset reorganization”), and the company will realize the holding of the target company after the completion of the transaction.
This major asset reorganization of the company complies with the provisions of Article 11 of the measures for the administration of major asset reorganization of listed companies. The specific instructions are as follows:
1、 This transaction complies with the national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust
1. This transaction complies with the national industrial policy
The target company is a high-tech enterprise focusing on the production, R & D and sales of precision structural parts of new energy power batteries. Since its establishment, the target company has always been committed to the production, R & D and sales of precision structural parts of new energy power batteries. After years of business expansion and technology accumulation, it has entered the supply chain system of China’s largest new energy power battery manufacturer and established a good cooperative relationship, Maintain and improve their profitability.
According to the classification of strategic emerging industries (2018) issued by the National Bureau of statistics, the industry of the target company is “5.2 manufacturing of new energy vehicle devices and accessories” and “5.2.3 manufacturing of new energy vehicle parts and accessories” of “5. New energy vehicle industry”. The main products of the target company are precision structural parts of new energy power batteries, which belong to the key products in the classification of strategic emerging industries (2018). According to the decision of the State Council on accelerating the cultivation and development of strategic emerging industries, the subject company’s main business serves the new energy vehicle industry and belongs to the strategic emerging industry currently supported by the state.
According to the Interim Provisions on the application and recommendation for the issuance and listing of enterprises on the science and Innovation Board of Shanghai Stock Exchange, the target company belongs to the industry classification of “(V) energy conservation and environmental protection, mainly including high-efficiency and energy-saving products and equipment, advanced environmental protection technology and equipment, advanced environmental protection products, resource recycling, new energy vehicles, key parts of new energy vehicles, power batteries and related services”.
2. This transaction complies with the provisions of laws and administrative regulations on environmental protection
The business of the target company of this transaction does not belong to high energy consumption and high pollution industries. During the reporting period, the subject company has not committed any serious act in violation of environmental protection laws and regulations and subject to administrative punishment by the competent department. This transaction complies with the relevant provisions of laws and administrative regulations on environmental protection.
3. This transaction complies with the provisions of laws and administrative regulations on land management
The house and land of the subject company have been registered with the real estate ownership, and have not been subject to administrative punishment for violating the laws, regulations and policies on land management. This transaction does not violate the provisions of relevant national laws and administrative regulations on land management.
4. There is no violation of antitrust laws and regulations in this transaction
After the completion of this transaction, the company’s production and operation business does not constitute a monopoly, and this transaction does not violate the relevant provisions of the anti monopoly law of the people’s Republic of China and other anti-monopoly administrative regulations. To sum up, this transaction complies with the national industrial policies, laws and administrative regulations on environmental protection, land management and antitrust, as well as the provisions of item (I) of Article 11 of the reorganization measures.
2、 This transaction will not cause the listed company to fail to meet the conditions for stock listing
In accordance with the relevant provisions of the company law, the securities law and the Listing Rules of the science and innovation board, When the equity distribution of the company changes and no longer meets the listing conditions, it means that “the shares held by social public shareholders are less than 25% of the total share capital of the company for 20 consecutive trading days; if the total share capital of the company exceeds RMB 400 million, it is less than 10% of the total share capital of the company. The above social public shareholders do 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 “.
Since this transaction is a cash acquisition and does not involve the change of the company’s total share capital, after this transaction, the company’s total share capital still meets the stock listing conditions stipulated in the company law, securities law, listing rules of science and innovation board and other laws and administrative regulations. This transaction complies with the provisions of item (II) of Article 11 of the reorganization management measures. 3、 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
The transaction has hired a qualified appraisal institution to evaluate the subject assets. The appraisal institution and relevant appraisers have no actual and expected interests or conflicts with the subject company and parties of the transaction, and have sufficient independence. The transaction price of the subject asset is determined by both parties through negotiation according to the evaluation report issued by a qualified evaluation institution. The price of the subject asset is fair and does not damage the legitimate rights and interests of the company and shareholders.
The board of directors of the company deliberated and approved the proposals related to the transaction, and the independent directors expressed independent opinions on the transaction plan.
Therefore, this transaction follows the principles of openness, fairness and impartiality and performs legal procedures in accordance with the provisions of the company law, the Listing Rules of the science and innovation board and the articles of association. There is no damage to the legitimate rights and interests of the listed company and its shareholders. The transaction pricing is determined through negotiation by all parties to the transaction. The pricing is legal and fair, and there is no damage to the legitimate interests of the listed company and its shareholders.
This transaction complies with the provisions of item (III) of Article 11 of the reorganization management measures
4、 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
In this transaction, the company plans to purchase 51% of the equity of the company whose assets are the subject. According to the industrial and commercial data and the commitments signed by the counterparty, the equity of the subject assets held by the counterparty are actually legally owned, and there is no ownership dispute, trust, entrusted shareholding or equity holding, no commitment or arrangement to prohibit or restrict transfer, no pledge, freezing, seizure, property preservation or other rights restrictions. In addition, this transaction only involves equity transfer, and the external creditor’s rights and debts of the target company will not change due to this transaction. Therefore, this transaction does not involve the handling of creditor’s rights and debts.
The ownership of assets involved in this transaction is clear, and there are no legal obstacles to the transfer or transfer of assets. This transaction does not involve the handling or change of creditor’s rights and debts, which is in line with the provisions of item (IV) of Article 11 of the reorganization management measures.
5、 This transaction is conducive to the listed company to enhance its sustainable operation ability. There is no situation that may cause the main assets of the listed company to be cash or no specific business after this transaction
After the completion of this transaction, the target company will become the holding subsidiary of the company, which belongs to the net same effect of the company’s shareholders. The company can further expand its business line and obtain new profit growth points. At the same time, the target company can also use the company’s platform to improve production efficiency and customer stickiness, reduce operating costs and enter the fast lane of development.
This transaction is conducive to enhancing the company’s ability of sustainable operation. There is no situation that may lead to the company’s main assets being cash or no specific business after reorganization, which is in line with the provisions of item (V) of Article 11 of the measures for the administration of reorganization.
6、 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 company has established a standardized and independent management system in accordance with the provisions of relevant laws and regulations, maintained independence from the controlling shareholders, actual controllers and their affiliates in terms of business, assets, finance, personnel and institutions, timely information disclosure and standardized operation. This transaction will not lead to the change of the controlling shareholder and actual controller of the company. The company will continue to maintain independence from the controlling shareholder and its affiliates in terms of business, assets, finance, personnel and institutions.
In conclusion, after the completion of this transaction, the company will continue to maintain independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, in line with the provisions of item (VI) of Article 11 of the reorganization management measures.
7、 This transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure of the listed company
The 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. The company has a sound organizational structure and perfect corporate governance structure. After the completion of this transaction, the company will continue to improve the corporate governance structure in accordance with the requirements of laws and regulations such as the company law, the securities law and the guidelines for the governance of listed companies. Therefore, this transaction is conducive to the company to maintain a sound and effective corporate governance structure, in line with the provisions of Article 11 (VII) of the reorganization management measures.
To sum up, this transaction complies with the provisions of Article 11 of the reorganization management measures.
It is hereby explained.
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