Xinjiang Zhongtai Chenical Co.Ltd(002092) about the board of directors
Description of the completeness and compliance of the legal procedures and the effectiveness of the legal documents submitted for the reorganization
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. (hereinafter referred to as “MEC chemical”) held by some shareholders of Xinjiang MEC Chemical Co., Ltd. (hereinafter referred to as “MEC chemical”) by issuing shares and convertible corporate bonds and raise supporting funds (hereinafter referred to as “this transaction”).
In accordance with the measures for the administration of major asset restructuring of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of the Xinjiang Zhongtai Chenical Co.Ltd(002092) articles of Association, the board of directors of the company has been fully satisfied with the performance of legal procedures in this restructuring The compliance and the effectiveness of the legal documents submitted have been carefully reviewed and explained as follows:
1、 Notes on the completeness and compliance of the company’s performance of legal procedures in this reorganization
1. When the listed company held preliminary consultations with the counterparty, it immediately took necessary and sufficient confidentiality measures, formulated a strict and effective confidentiality system, limited the scope of knowledge of relevant sensitive information, and signed a confidentiality agreement or an appointment agreement with relevant parties.
2. On January 17, 2022, the company issued the suspension notice on planning major asset restructuring (Announcement No.: 2022-002). The trading of the company’s shares will be suspended from January 17, 2022, and the suspension time is expected to be no more than 10 trading days.
3. The cumulative rise and fall of the company’s share price within 20 trading days before the suspension of this transaction, after deducting the factors of the market or the sectors of the same industry, did not exceed 20%, and there was no abnormal fluctuation.
4. In accordance with relevant regulations, the listed company has carried out the memorandum on the trading process of major asset restructuring, the registration of insiders and the inquiry of insider trading, and reported relevant materials to Shenzhen Stock Exchange.
5. On January 27, 2022, the company held the 34th meeting of the 7th board of directors and the 31st meeting of the 7th board of supervisors, deliberated and approved the proposals related to this transaction, such as the company issuing shares, purchasing assets with convertible bonds and raising supporting funds and related party transactions, and the independent directors expressed independent opinions on this transaction.
6. On January 27, 2022, the company and the counterparties of this transaction, Xinjiang Zhongtai Petrochemical Group Co., Ltd., Yihe Yinfeng Tianyuan (Tianjin) Group Co., Ltd., Beijing Hongpin information consulting partnership (limited partnership), Beijing Wangke Technology Co., Ltd., Gongqingcheng Shengheng No. 2 equity investment partnership (limited partnership), Meike Investment Group Co., Ltd Xinjiang Taihe Xinding equity investment management partnership (limited partnership), Luzhou Puxin equity investment fund partnership (limited partnership), Yu Airu, Gongqingcheng Xinhui investment management partnership (limited partnership) and Tongxiang Youzheng equity investment partnership (limited partnership) signed the material asset purchase agreement with conditional effect.
7. The procedures to be performed in this transaction include but are not limited to:
(1) After the issuance of the audit and evaluation report related to the transaction, the company convened the board of directors again to review the matters related to the transaction;
(2) Xinjiang SASAC has made a formal reply to the transaction;
(3) Obtain the record of the appraisal report of this transaction from Xinjiang SASAC;
(4) The general meeting of shareholders of the listed company deliberated and approved matters related to this transaction;
(5) The CSRC approves the transaction;
(6) The State Administration of market supervision and administration has made a decision on this transaction not to prohibit the concentration of business operators (if necessary);
(7) Other approval, approval and filing of the competent management department that may be involved (if necessary).
To sum up, the company has complied with relevant laws and regulations such as the measures for the administration of major asset restructuring of listed companies, the measures for the administration of information disclosure of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, and the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies The provisions of normative documents and the articles of association have fulfilled the necessary legal procedures at this stage for matters related to this transaction, which are complete, legal and effective.
2、 Description on validity of submitted documents
In accordance with the measures for the administration of major asset restructuring of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies and other relevant laws and regulations, The board of directors and all directors of the company make the following statements and guarantees on the legal documents to be submitted for this transaction: the legal documents submitted by the company for this major asset restructuring do not contain any false records, misleading statements or major omissions, and the board of directors and all directors of the company shall bear individual and joint liabilities for the authenticity, accuracy and integrity of the above documents.
To sum up, the board of directors of the company believes that the legal procedures for the performance of this transaction are complete, comply with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the legal documents submitted by the company are legal and valid.
It is hereby explained.
Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors February 7, 2002
