Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors
The reorganization does not constitute the measures for the administration of major asset reorganization of listed companies
Explanation of the reorganization and listing as stipulated in Article 13
Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “listed company” or “company”) intends to purchase 75.89% shares of MEC Chemical Co., Ltd. held by some shareholders of Xinjiang MEC Chemical Co., Ltd. by issuing shares and convertible corporate bonds and raise supporting funds (hereinafter referred to as “this transaction”).
After careful comparison with the relevant provisions of the measures for the administration of major asset restructuring of listed companies and through prudent judgment, the board of directors of the company believes that this reorganization does not constitute the reorganization and listing situation specified in Article 13 of the measures for the administration of major asset restructuring of listed companies. The specific circumstances are as follows:
1、 Provisions on reorganization and listing
Paragraph 1 of Article 13 of the measures for the administration of major asset restructuring of listed companies stipulates: “if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the self-control right of the listed company, resulting in one of the following fundamental changes of the listed company, which constitutes a major asset restructuring, it shall be reported to the CSRC for approval in accordance with the provisions of these measures:
(I) the total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. ” 2、 This reorganization does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies
Before this transaction, Xinjiang Zhongtai (Group) Co., Ltd. was the controlling shareholder of the listed company, and the state owned assets supervision and Administration Commission of the people’s Government of Xinjiang Uygur Autonomous Region was the actual controller of the listed company. The actual control of the listed company has not changed in recent 36 months. After the completion of this reorganization, Xinjiang Zhongtai (Group) Co., Ltd. is still the controlling shareholder of the listed company, and the state owned assets supervision and Administration Commission of the people’s Government of Xinjiang Uygur Autonomous Region is still the actual controller of the listed company. The reorganization did not lead to the change of the actual controller of the listed company.
To sum up, the board of directors of the company believes that this reorganization does not constitute the reorganization and listing specified in Article 13 of the administrative measures for major asset reorganization of listed companies.
It is hereby explained.
Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors February 7, 2002
