Securities code: 002229 securities abbreviation: Hongbo Co.Ltd(002229) Announcement No.: 2022-014 Hongbo Co.Ltd(002229)
Announcement on requesting the general meeting of shareholders to approve the exemption of Henan Lujie Electronic Technology Center (limited partnership) and its persons acting in concert from the offer
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.
Hongbo Co.Ltd(002229) (hereinafter referred to as "the company") held the 30th meeting of the Fifth Board of directors on January 24, 2022, deliberated and adopted the proposal on submitting the general meeting of shareholders to approve the exemption of Henan Lujie Electronic Technology Center (limited partnership) and its concerted actors from issuing offers (hereinafter referred to as "the proposal"). The details are as follows:
As of the date of this announcement, Mao Wei, the actual controller of the company, holds 100% equity of Henan Huiyi Trading Co., Ltd. (hereinafter referred to as "Huiyi trading") and 90% equity of Henan Lujie Electronic Technology Center (limited partnership) (hereinafter referred to as "Lujie Electronics"), Huiyi trade and Lujie electronics hold 94.23% and 5.77% equity of Henan Yutai Holding Co., Ltd. (hereinafter referred to as "Yutai holding") respectively. Huiyi trade, Lujie electronics and Yutai holding are acting in concert. Huiyi trade holds 40000000 shares of listed companies, accounting for 8.03% of the total share capital of listed companies. Huiyi trade indirectly holds 71263785 shares of listed companies through Yutai holdings, accounting for 14.30% of the shares of listed companies. Huiyi trade and Yutai holdings jointly hold 111263785 shares of listed companies, accounting for 22.33% of the total share capital of listed companies, It is the controlling shareholder of the listed company. According to the issuance plan, if it is estimated that Lujie electronics subscribes 56818181 shares, after the completion of this non-public offering, Huiyi trade and its concerted actors Yutai holdings and Lujie Electronics will own 168081966 shares of the listed company, accounting for 30.28% of the total share capital of the company. According to the relevant provisions of the measures for the administration of the acquisition of listed companies, this non-public offering of shares will cause Lujie electronics and its persons acting in concert to trigger the obligation of tender offer.
Considering that this non-public offering of shares will not lead to changes in the controlling shareholders and actual controllers of the company, which is conducive to the healthy development of the company, In addition, Lujie electronics, the issuing object, promises that the shares subscribed through this non-public offering will not be transferred within 36 months from the date of completion of the issuance (if the relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on Exempting the acquirer from the lock-in period in the tender offer are adjusted before the non-public offering, the lock-in period of the specific object of the non-public offering shall be adjusted accordingly), in line with Article 63 of the administrative measures for the acquisition of listed companies:
"Under any of the following circumstances, the relevant investors may be exempted from submitting an application for exemption in accordance with the provisions of the preceding paragraph and directly apply to the stock exchange and securities registration and clearing institution for handling the procedures of share transfer and transfer registration:... (III) With the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in the shares in which he has interests in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempted from the conditions of tender offer stipulated in "offer".
Therefore, in order to ensure the smooth implementation of this non-public offering, the board of directors requested the general meeting of shareholders of the company to approve Lujie electronics and its persons acting in concert from issuing an offer. This transaction involves related party transactions, and related parties need to avoid voting.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
It is hereby announced.
Hongbo Co.Ltd(002229) board of directors January 24, 2002
