Securities code: 002229 securities abbreviation: Hongbo Co.Ltd(002229) Announcement No.: 2022-010 Hongbo Co.Ltd(002229)
Announcement on the signing of a conditional share subscription agreement for non-public offering of A-Shares between the company and Henan Lujie Electronic Technology Center (limited partnership)
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.
On January 24, 2022, Hongbo Co.Ltd(002229) (hereinafter referred to as “the company”) held the 30th meeting of the Fifth Board of directors, which deliberated and adopted the proposal on signing conditional and effective share subscription agreement between the company and specific objects, It is agreed that the company and Henan Lujie Electronic Technology Center (limited partnership) (hereinafter referred to as “Lujie Electronics”), an enterprise controlled by the actual controller, sign the conditional effective share subscription agreement (hereinafter referred to as “subscription agreement”). The main contents are as follows:
1、 Main contents of the subscription agreement
(I) agreement subject and signing time
Party A: Hongbo Co.Ltd(002229)
Party B: Henan Lujie Electronic Technology Center (limited partnership)
Signed on: January 24, 2022
(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 between the pricing benchmark date and the issuance date of Party A’s shares, the issuance price of this issuance 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 of Party B 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) representations and warranties
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.
(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) 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).
Clauses 5.1 and 5.2 above exist independently and shall not be invalid due to the dissolution, termination or invalidity of this agreement.
(VI) effectiveness and termination
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.
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.
The termination of this Agreement shall not affect the rights and claims of either party under Articles 4 and 5 of this agreement.
2、 Documents for future reference
1. Resolutions of the 30th meeting of the Fifth Board of directors in 2022;
2. The company signed the conditional effective share subscription agreement with Henan Lujie Electronic Technology Center (limited partnership).
It is hereby announced.
Hongbo Co.Ltd(002229) board of directors January 24, 2002
