Xinjiang Zhongtai Chenical Co.Ltd(002092) explanation of the board of directors that this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies
Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “listed company” or “company”) intends to purchase 75.89% shares of MEC chemical (hereinafter referred to as “underlying assets”) 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 the restructuring complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies. The specific circumstances are as follows:
1、 This transaction complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies
1. This transaction complies with the national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust;
2. This transaction will not cause the listed company to fail to meet the conditions for stock listing;
3. The asset pricing involved in this exchange is fair, and there is no situation that damages the legitimate rights and interests of listed companies and shareholders;
4. The ownership of assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal;
5. This transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may lead to the main assets of the listed company being cash or no specific business after the reorganization;
6. This transaction is conducive to the listed company’s independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies; 7. This transaction is conducive to the listed company to form or maintain a sound and effective corporate governance structure.
2、 This transaction complies with Article 43 of the measures for the administration of major asset restructuring of listed companies
1. This transaction is conducive to improving the asset quality of the listed company, improving the financial situation and enhancing the sustainable profitability, reducing related party transactions, avoiding horizontal competition and enhancing the independence of the listed company;
2. The financial accounting report of the listed company for the most recent year has been issued with an unqualified audit report by a certified public accountant; 3. The listed company and its current directors and senior managers are not under investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations;
4. The ownership of the underlying assets of this transaction is clear, and the ownership transfer procedures can be completed within the agreed time limit; 5. There is no violation of other conditions stipulated by the CSRC in this transaction.
In conclusion, the board of directors of the company believes that this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors February 7, 2002
