汉马科技(600375) - 2022 Q4 - 年度财报

Topic 1: Shareholding and Lock-up Commitments - Zhejiang Geely Commercial Vehicle Group commits not to reduce its shareholding in the company within 36 months from the date of share delivery[195] - Subscribers to the company's non-public offering agree to a lock-up period of 18 months from the date of issuance[197] Topic 2: Business Independence and Organizational Structure - The company ensures the independence of its personnel, assets, and financial operations, with no overlapping roles or shared resources with other entities controlled by the commitment party[195] - The company guarantees the establishment of an independent financial department and accounting system, with no shared bank accounts with other entities controlled by the commitment party[195] - The company maintains an independent organizational structure, ensuring no institutional overlap with other entities controlled by the commitment party[195] - The company ensures business independence, with the ability to conduct operations autonomously and minimize related-party transactions[195] Topic 3: Resolution of Business Overlaps - Geely Commercial Vehicle Group commits to resolving overlapping business operations with the company within 60 months, starting from February 2, 2021[197] - The company acquired Shandong Tangjun Ouling Automobile Manufacturing Co., Ltd., which has overlapping business with the company, and commits to resolving this overlap within the same 60-month period[197] - The company will prioritize transferring overlapping business and assets to the company at a fair price assessed by qualified intermediaries, if requested[197] - Li Shufu, the controlling shareholder, also commits to resolving overlapping business operations with the company within 60 months, starting from February 2, 2021[197] - The company plans to address business overlaps with Geely Sichuan Commercial Vehicle Co., Ltd. through asset purchases, asset swaps, asset transfers, or other feasible restructuring methods[199] - Geely commits to resolving the business overlap with Shandong Tangjun Ouling Automobile Manufacturing Co., Ltd. in accordance with the agreed timeline and methods[199] Topic 4: Avoidance of Unfair Competition - The company will take necessary measures to avoid unfair competition with Geely-controlled enterprises, ensuring compliance with domestic and international laws and regulations[199] - Geely-controlled enterprises will abstain from voting in board or shareholder meetings when discussing potential competition issues with the company[199] - If the company identifies competition with Geely-controlled enterprises, Geely will transfer or terminate the overlapping business upon the company's request[199] Topic 5: Acquisition of Shandong Tangjun Ouling Automobile Manufacturing Co., Ltd. - Geely Remote New Energy Commercial Vehicle Group acquired Shandong Tangjun Ouling Automobile Manufacturing Co., Ltd. in January 2021, which has some business overlap with the company[199] - The acquisition of Shandong Tangjun Ouling Automobile Manufacturing Co., Ltd. was finalized in December 2020 and completed in January 2021, prior to Geely becoming the company's actual controller[199]