Shanghai Sk Automation Technology Co.Ltd(688155) board of directors
The company’s major asset restructuring complies with the provisions of Article 4 of the provisions on regulating the major asset restructuring 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.
After careful judgment, the board of directors of the company believes that this major asset restructuring complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, as follows:
(I) the subject assets of this major asset restructuring are equity assets, which do not involve the approval of project initiation, environmental protection, industry access, land use, planning, construction and other related matters, nor the need to obtain the corresponding license or the reply document of the relevant competent department. The subject company of this major asset restructuring and the matters to be reported for approval in this major asset restructuring have been disclosed in detail in Shanghai Sk Automation Technology Co.Ltd(688155) major asset purchase report (Draft), and special tips have been made on the risks that may not be approved.
(II) the counterparty has legally owned the complete right of 51% equity of the target company, and there is no restriction or prohibition on transfer. The subject company is a limited liability company established and validly existing in accordance with the law, and there is no situation where the capital contribution is untrue or affects its legal existence. The ownership of 51% equity of the target company held by the counterparty is clear, and there is no restriction of security interests such as pledge and other rights, nor any freezing, seizure or situations that may lead to litigation or potential disputes.
(III) the subject company’s assets of this major asset restructuring are complete. The completion of this transaction is conducive to improving the integrity of the company’s assets and has no adverse impact on the company’s continued independence in terms of personnel, procurement, production, sales and intellectual property rights.
(IV) this major asset restructuring is in line with the company’s development strategy, which is conducive to improving the quality of the company’s assets, improving the company’s financial situation and enhancing its sustainable profitability, highlighting the company’s main business and enhancing its ability to resist risks, and is conducive to the sustainable development of listed companies, without any problems damaging the legitimate rights and interests of shareholders.
In conclusion, the board of directors of the company believes that this major asset restructuring complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies issued by the China Securities Regulatory Commission.
It is hereby explained.
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