Correction Announcement on the Special Verification Report of Fund Storage and Use for Jiangsu Haogong Intelligent Robot Co., Ltd. by Guotou Securities Co., Ltd.
The company and all members of the board guarantee that the content of the information disclosure is true, accurate, and complete, without false records, misleading statements, or significant omissions.
Jiangsu Haogong Intelligent Robot Co., Ltd. (hereinafter referred to as "the Company" or "Haogong Intelligent") disclosed the "Special Verification Report on the Fund Storage and Use for Jiangsu Haogong Intelligent Robot Co., Ltd. for 2024" by Guotou Securities Co., Ltd. on April 28, 2025, on the Giant Tide Information Network (www.cninfo.com.cn). Due to negligence by the company's staff, errors were found in the disclosure, as the verification opinions provided were unsealed drafts, and some content in the original verification opinions needs correction. The specific corrections are as follows.
I. Corrections
6. Explanation by the Sponsor Regarding the Implementation Progress of Fundraising Projects and Related Risks
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Termination of the Jiangji Minke Acquisition Project: The acquisition payment made has not yet been returned to the fundraising special account.
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Regarding the Recovery Risk of Used Fundraising for the Jiangji Minke Project: According to the announcement disclosed by the company on May 29, 2021, regarding the cash acquisition of 70% equity of Jilin Jiangji Minke Industrial Co., Ltd., and the supplementary agreement disclosed on July 21, 2022, the company planned to acquire 70% equity held by Liu Yanzhong and other counterparties for a cash amount of 840 million yuan. The agreements stipulated that the company should pay 70% of the total transaction price by August 31, 2022. If the payment is overdue, the counterparties have the right to terminate the transaction. The company disclosed on July 21, 2023, that it had waived the counterparties' responsibility for handling the delivery before receiving the second phase of the transaction price, and would continue to pay the transaction price until reaching 70% of the total amount before handling the industrial and commercial change matters. The company had cumulatively paid 290 million yuan to the counterparties from June to August 2021, while Jiangji Minke borrowed 290 million yuan from the company as a performance guarantee.
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From June to August 2021, Haogong Intelligent and the counterparties reached a consensus and made significant adjustments to the specific execution of the acquisition agreement but failed to timely fulfill the information disclosure obligations and did not disclose it in the 2021 annual report. It was not until the 2022 annual report and the response to the exchange's inquiry letter that the company disclosed the relevant matters. Regarding the aforementioned information disclosure violations, the Shenzhen Stock Exchange's Listed Company Management Department issued a regulatory letter to Haogong Intelligent on September 23, 2023.
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Although setting a performance guarantee is a discussable alternative for ensuring transaction safety, it is an important arrangement affecting the subsequent progress of the transaction. The company should generally manage it through safe and highly liquid methods such as principal-protected financial products and notice deposits to continue serving the purpose of promoting the transaction. However, the company failed to reasonably pay attention to and respond to the risks of acquisition transaction failure and did not separately set aside the aforementioned 290 million yuan, resulting in difficulties in timely returning the paid acquisition funds to the fundraising special account after the termination of the Jiangji Minke acquisition project.