Securities code: 002229 securities abbreviation: Hongbo Co.Ltd(002229) Announcement No.: 2022-011
Announcement on related party transactions involved in this non-public offering of shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. This non-public offering still needs to be approved or approved by the general meeting of shareholders and China Securities Regulatory Commission. Whether the non-public offering plan can obtain relevant approval or approval and the time of obtaining relevant approval or approval are uncertain.
2. At the 30th meeting of the 5th board of directors held on January 24, 2021, the company deliberated and adopted the proposal on the related party transactions involved in the non-public offering of shares. The related party transactions involved in the non-public offering of the company must be submitted to the general meeting of shareholders for deliberation and approval, and the related shareholders will avoid voting.
1、 Overview of related party transactions
(I) transaction overview
Hongbo Co.Ltd(002229) (hereinafter referred to as "the company") plans to issue no more than 568181 shares (including the number) to specific objects in a non-public manner. Henan Lujie Electronic Technology Center (limited partnership) (hereinafter referred to as "Lujie Electronics") plans to subscribe in full in cash of no more than RMB 300 million (including the number). The company has signed the non-public development bank share subscription agreement with Henan Lujie Electronic Technology Center (limited partnership) with Hongbo Co.Ltd(002229) .
(II) relationship
The subscription object of the company's non-public offering of shares is Lujie electronics. As of the disclosure date of this announcement, Mao Wei, the actual controller of the company, directly holds 90% of the equity of Lujie electronics and is the actual controller of Lujie electronics. According to the stock listing rules of Shenzhen Stock Exchange, Lujie electronics is the related party of the company, Its subscription for the company's non-public offering constitutes a connected transaction.
(I) approval procedure
The non-public offering has been deliberated and adopted at the 30th meeting of the 5th board of directors held on January 24, 2022. The independent directors of the company conducted pre audit on the related party transactions and expressed independent opinions. This transaction is subject to the approval of the general meeting of shareholders of the company, and the related shareholders who have an interest in the related transaction and their persons acting in concert will withdraw from voting at the general meeting of shareholders.
2、 Basic information of issuing object
The basic information of Lujie electronics is as follows:
Enterprise name: Henan Lujie Electronic Technology Center (limited partnership)
Unified social credit code 91410200ma3xfb2x70
Date of establishment: November 22, 2016
Type of enterprise: limited partnership
Registered address: No. 16, nanzhengmen new village, Kaifeng City, Henan Province
The registered capital is 45 million yuan
Executive partner Mao Wei
R & D and sales of electronic products, sales, installation, business scope and maintenance services of security technology prevention products, sales of computers, software and auxiliary equipment and communication terminal equipment, leasing of electronic equipment and security technology prevention products, real estate marketing planning and real estate brokerage.
As of the date of disclosure of this announcement, Huiyi trade holds 40000000 shares of the listed company, accounting for 8.03% of the total share capital of the listed company. Huiyi trade indirectly holds 71263785 shares of the listed company through Yutai holding, accounting for 14.30% of the shares of the listed company. Huiyi trade and its consistent bank, moving Yutai holding, jointly hold 111263785 shares of the listed company, Accounting for 22.33% of the total share capital of the listed company, it is the controlling shareholder of the listed company. Huiyi trading, Yutai holding and Lujie electronics are all controlled by Mao Wei.
3、 Basic information of related party transactions
The subject matter of this transaction is the non-public offering of RMB common shares (A shares) of the company.
4、 Pricing policy and basis of this transaction
The price of this non-public offering is 5.28 yuan / share. The pricing benchmark date of the company's non-public offering of shares is the announcement date of the resolution of the 30th meeting of the Fifth Board of directors, The issue price shall not be less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (the average trading price of the company's shares in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date).
If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of this non-public offering will be adjusted accordingly.
5、 Main contents of the conditional effective share subscription agreement signed by the company and Lujie Electronics
(I) agreement subject and signing time
Party A: Hongbo Co.Ltd(002229)
Party B: Henan Lujie Electronic Technology Center (limited partnership)
(II) share subscription, subscription price and share lock-in period
Through consultation, both parties agree that the pricing benchmark date of this issuance is the announcement date of the resolution of the 30th meeting of the Fifth Board of directors of Party A. The issuing price of this offering is 5.28 yuan / share, which is no less than 80% of the average price of Party A's shares in the 20 trading days before the pricing benchmark date of this offering (the average price of shares in the 20 trading days before the pricing benchmark date = the total amount of shares traded in the 20 trading days before the pricing benchmark date / the total amount of shares traded in the 20 trading days before the pricing benchmark date).
In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date of Party A's shares, the issuance price of the underlying shares will be adjusted with reference to the following rules:
Assuming that the issue price before adjustment is P0, the number of shares given or converted into share capital per share is n, the dividend / cash dividend per share is D, and the issue price after adjustment is P1, then:
Dividend / Cash Dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n).
In this offering, Party B agrees to subscribe for 56818181 shares issued by Party A at the issue price agreed in this agreement, and the number of subscribed shares shall not exceed 30% of the total share capital of Party A before this offering; The subscription price shall not exceed 300 million yuan (including this amount).
If the ex rights and ex interests of Party A's shares occur between the pricing benchmark date and the issuance date, the subscription price of Party B will not be adjusted, but the number of shares subscribed by Party B will be adjusted with the change of the issuance price. The adjusted subscription number shall be determined according to the following formula:
Adjusted number of shares subscribed by Party B = subscription price of Party B ÷ adjusted issue price
If the number of shares issued after adjustment is less than 1 share, take an integer down to determine the number of shares issued; The part of the subscription price exceeding the product of the adjusted issue price and the adjusted number of shares subscribed by Party B shall be included in the capital reserve of the company.
After the issuance is approved by the CSRC, Party B shall, within 3 working days from the date of receiving the payment notice issued by Party A or the lead underwriter, transfer all the subscription price in cash to the bank account specially opened by the lead underwriter for the issuance, and then transfer it to the special storage account of raised funds of Party A after the lead underwriter deducts relevant expenses.
After the capital verification of this issuance by an accounting firm in accordance with the provisions of the securities law, Party A shall timely modify its current articles of association according to the situation of this issuance, go through the formalities of change registration and filing in the relevant administrative department for Industry and commerce, and timely go through the registration of new shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Party B agrees and promises that the shares subscribed by Party B for this issuance shall not be transferred within 36 months from the date of completion of this issuance (if there are other provisions on the lock-in period of this issuance of shares in laws, regulations and relevant provisions of Shenzhen Stock Exchange, such provisions shall prevail). The shares derived from the shares issued by Party A and obtained by Party B due to the distribution of stock dividends or the conversion of capital reserve into share capital by Party A shall also comply with the above share locking arrangement. Party B shall handle relevant share locking matters in time after the completion of share issuance. After the expiration of the above locking period, Party B will handle the unlocking of Party A's shares obtained through this issuance in accordance with the laws and regulations in force at that time and the relevant provisions of Shenzhen Stock Exchange.
(III) effectiveness and termination of the agreement
1. Effective conditions of the agreement
Both parties agree that this Agreement shall be established from the date of signing after being sealed by both parties and signed by their legal representatives / executive partners or authorized representatives, and shall come into force on the date when the following conditions are met:
(1) The issuance was reviewed and approved by the board of directors and the general meeting of shareholders of Party A;
(2) The CSRC approved the issuance.
2. Termination of agreement
Both parties agree that this Agreement shall be terminated from the date of any of the following circumstances:
(1) Both parties agree to terminate this Agreement;
(2) The CSRC will not approve the issuance;
(3) Other circumstances stipulated in relevant laws and regulations, other agreements between both parties or this agreement.
(IV) liability for breach of contract
Any party to this agreement who fails to perform or properly perform any of its obligations under this agreement, or violates any representation and / or warranty made under this agreement, shall be deemed to be in breach of contract. The breaching party shall bear corresponding liabilities for breach of contract according to law. Unless otherwise agreed in this agreement or stipulated by law, in case of any party's breach of this agreement, the observant party has the right to require the breaching party to continue to perform or take remedial measures, and require the breaching party to compensate the observant party for all losses (including reasonable expenses incurred to avoid losses) caused by its breach of contract. (V) representations and warranties of both parties
The parties hereto represent and warrant to each other as follows:
1. It has full rights, authorities and authorization to sign and perform this agreement. In addition to the approval of Party A's board of directors and general meeting of shareholders, both parties have fully performed internal decision-making procedures or other relevant approval procedures or obtained comprehensive authorization;
2. This Agreement shall constitute a legal and binding obligation on it from the effective date and can be enforced;
3. It shall take all necessary actions, including but not limited to providing the documents and materials required for this offering, signing all necessary legal documents and performing necessary legal actions (including but not limited to trying to obtain the documents approved by the CSRC, etc.) to properly perform this Agreement;
4. It has fully disclosed important information related to this agreement to the other party, which is true, complete and effective, and there is no false record, misleading statement or major omission;
5. Party B guarantees that it meets all the conditions for subscribing for the shares issued by Party A under relevant laws, regulations and normative documents.
(VI) confidentiality
Both parties agree and promise to take strict confidentiality measures for the matters involved in this agreement. Except as necessary for the performance of this Agreement and required by relevant laws and regulations and securities regulatory authorities, any information about this Agreement shall not be disclosed to anyone other than both parties. Both parties shall carefully keep this Agreement and any documents related to this agreement.
The provisions of the preceding paragraph shall not apply to the disclosure made by one party to the intermediaries or professionals hired for this issuance (but such intermediaries or professionals shall also be guaranteed to have the obligation of confidentiality), nor shall it apply to the information that has entered the public domain (except for the information that has entered the public domain due to the breach of the confidentiality obligation of one party in this article).
The above provisions exist independently and shall not be invalid due to the dissolution, termination or invalidity of this agreement..
6、 Impact of this transaction on the company
This non-public offering to specific objects will provide financial support for the company's business development and strategy implementation and consolidate the controlling rights of controlling shareholders. The funds raised in this offering are used to supplement working capital, which will help to improve the company's financial strength and profitability, increase profit growth points, optimize capital structure and reduce financial costs and financial risks, Enhance the ability of sustainable operation in the future. This non-public offering of shares will not change the actual control of the company, nor will it have an adverse impact on the independent operation, financial status and operating results of the company.
7、 Major transactions between the company and the issuing object, its controlling shareholders and actual controllers in the first 24 months
As of the 24 months before the disclosure of this announcement, there were no other major transactions between Lujie electronics, its controlling shareholder and actual controller and the company.
8、 Prior approval and independent opinions of independent directors
All independent directors of the company conducted pre audit on related party transactions, agreed to submit them to the board of directors for deliberation, and issued independent opinions on this related party transaction. Independent directors believe that:
"1. The relevant proposals of this offering comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents. The scheme is reasonable and feasible, and the company meets the qualifications and conditions for non-public offering of shares, and there is no situation damaging the interests of the company and shareholders.
2. This issuance constitutes a connected transaction. The reasons for the transaction between the two parties of the connected transaction are reasonable and sufficient, the pricing principles and methods of the connected transaction are appropriate and reasonable, follow the principles of fairness and impartiality, and there is no behavior damaging the interests of the company, other shareholders, especially small and medium-sized shareholders.
3. It is agreed to submit the relevant proposals of this issuance to the 30th meeting of the Fifth Board of directors for deliberation. When the board of directors of the company considers the proposal involving related party transactions, the related directors shall withdraw from voting according to the regulations.
4. It is agreed to submit to the general meeting of shareholders of the company for deliberation and approval to exempt Henan Lujie Electronic Technology Center (limited partnership) from issuing an offer. "
9、 Documents for future reference
1. Hongbo Co.Ltd(002229) resolution of the 30th meeting of the Fifth Board of directors;
2. Hongbo Co.Ltd(002229) resolution of the 23rd Meeting of the Fifth Board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 30th meeting of the Fifth Board of directors; 4. Independent opinions of independent directors on matters related to the 30th meeting of the Fifth Board of directors.
It is hereby announced.
