Anhui Hongyu Wuzhou Medical Device Co., Ltd. Board of Directors
Explanation on Compliance with Article 18 and Article 21 of the "Trial Measures for Continuous Supervision of GEM Listed Companies" and Article 8 of the "Shenzhen Stock Exchange Rules for Major Asset Restructuring of Listed Companies"
Anhui Hongyu Wuzhou Medical Device Co., Ltd. (hereinafter referred to as the "Company") intends to acquire 100% of the equity of Xuanzhi Electronic Technology (Shanghai) Co., Ltd. (hereinafter referred to as "Xuanzhi Technology" or the "Target Company") by issuing shares and paying cash. Simultaneously, the Company plans to raise supporting funds by issuing shares to no more than 35 specific investors (hereinafter referred to as the "Transaction").
The Company's Board of Directors has carefully analyzed and believes that the Transaction complies with Article 18 and Article 21 of the "Trial Measures for Continuous Supervision of GEM Listed Companies" (hereinafter referred to as the "Supervision Measures") and Article 8 of the "Shenzhen Stock Exchange Rules for Major Asset Restructuring of Listed Companies" (hereinafter referred to as the "Restructuring Rules"). The specific details are as follows:
I. The Transaction Complies with Article 18 of the Supervision Measures and Article 8 of the Restructuring Rules
Article 18 of the Supervision Measures stipulates: "For listed companies implementing major asset restructuring or issuing shares to acquire assets, the industry of the target assets shall conform to the positioning of the GEM, or be in the same industry or upstream/downstream of the listed company."
Article 8 of the Restructuring Rules stipulates: "For GEM listed companies implementing major asset restructuring, the industry of the proposed acquired assets shall conform to the positioning of the GEM, or be in the same industry or upstream/downstream of the listed company."