Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors
Prudent judgment on whether this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation 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 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”).
The board of directors of the company made a prudent judgment on whether the transaction plan complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies issued by the China Securities Regulatory Commission, as follows:
1. The underlying asset of this transaction is 75.89% of the shares of MEC chemical, which does not involve the approval of project approval, environmental protection, industry access, land use, planning, construction and other related matters. The relevant approval matters involved in this exchange have been discussed in detail in the plan for Xinjiang Zhongtai Chenical Co.Ltd(002092) issuing shares, convertible corporate bonds, purchasing assets and raising supporting funds and related party transactions and its abstract, and special tips have been given on the risks that may not be approved.
2. The counterparty has legal and complete rights to the underlying assets, except for the pledge of some shares of MEC chemical held by Xinjiang Zhongtai Petrochemical Group Co., Ltd., Yihe Yinfeng Tianyuan (Tianjin) Group Co., Ltd. and Gongqingcheng Xinhui investment management partnership (limited partnership), The shares of MEC chemical held by other counterparties are not restricted or prohibited from transfer. With regard to the above Pledged Shares, Xinjiang Zhongtai Petrochemical Group Co., Ltd., Yihe Yinfeng Tianyuan (Tianjin) Group Co., Ltd. and Gongqingcheng Xinhui investment management partnership (limited partnership) have issued a commitment to unconditionally complete all procedures for lifting the pledge before the settlement of this transaction or earlier time required by the securities regulatory authority, Therefore, there will be no legal obstacles to the transfer or transfer of the underlying assets. 3. The underlying asset of this transaction is 75.89% of the shares of MEC chemical, and there is no situation in which the shareholders’ capital contribution is untrue or affects its legal existence. After the completion of this transaction, the listed company will hold 100% equity of Meike chemical, and Meike chemical will become a wholly-owned subsidiary of the listed company.
4. This transaction is conducive to improving the integrity of the assets of the listed company and maintaining the independence of the listed company in terms of personnel, procurement, production, sales and intellectual property rights.
5. This transaction is conducive to the listed company to improve its financial situation, enhance its sustainable profitability, highlight its main business and enhance its anti risk ability, and enhance its independence, reduce related party transactions and avoid horizontal competition.
To sum up, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies issued by the China Securities Regulatory Commission.
It is hereby explained.
Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors February 7, 2002
