Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors
Notes on the purchase and sale of assets within 12 months before 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”).
According to the provisions of the measures for the administration of major asset restructuring of listed companies: if a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on its cumulative number. If the underlying assets of the transaction are owned or controlled by the same trading party, or belong to the same or similar business scope, or under other circumstances recognized by the China Securities Regulatory Commission, they can be recognized as the same or related assets. The company’s purchase and sale of assets in the 12 months before the reorganization are described as follows:
On November 29, 2021, after deliberation at the 30th meeting of the seventh board of directors, Xinjiang Zhongtai Chenical Co.Ltd(002092) transferred 35.07% equity of Xinjiang Tiantai Fiber Co., Ltd. to Shandong Yinying Chemical Fiber Co., Ltd. by public listing, with a transaction price of 304797100 yuan. The above equity transfer matters have been handled and the industrial and commercial change registration has been completed. On September 3, 2021, after deliberation at the seventh extraordinary general meeting of shareholders in 2021, Xinjiang Zhongtai Chenical Co.Ltd(002092) increased the capital of Korla Zhongtai Textile Technology Co., Ltd. (formerly renamed “Xinjiang Zhongtai Textile Group Co., Ltd.”, hereinafter referred to as “Zhongtai Textile Group”) with its own capital of 210 million yuan. After the capital increase, Xinjiang Zhongtai Chenical Co.Ltd(002092) held 96.725% equity of Zhongtai textile group. The above equity changes have been registered with the administration of industry and commerce.
On May 13, 2021, after deliberation at the 21st Meeting of the seventh board of directors, Xinjiang Zhongtai Chenical Co.Ltd(002092) plans to purchase 7.992% of the shares of Xinjiang Jinhui Zhaofeng Energy Co., Ltd. with RMB 96.5191 million. At the same time, the unpaid contribution obligation of Zhongtai group of RMB 312 million shall be borne by Xinjiang Zhongtai Chenical Co.Ltd(002092) ; Acquire 1.6736% equity of Xinjiang Huatai Heavy Chemical Co., Ltd. with RMB 164.0834 million; Acquire 3.41% equity of tuokesun County Xinjiang Zhongtai Chenical Co.Ltd(002092) Salt Chemical Co., Ltd. with 2.4571 million yuan; It obtained 59.42% equity of Xinjiang Zhongtai Xinxin Chemical Technology Co., Ltd. by capital increase and acquisition of 189993800 yuan. The above equity transfer matters have gone through the industrial and commercial change registration.
On February 22, 2021, Xinjiang Zhongtai Chenical Co.Ltd(002092) transferred 60% equity of Shanghai Zhongtai Duojing International Trade Co., Ltd., a wholly-owned subsidiary of Zhongtai group, to Zhongtai group with RMB 360 million after deliberation at the second extraordinary general meeting of shareholders in 2021. As of April 23, 2021, the above equity transfer has completed the industrial and commercial change registration. The asset transaction of the listed company (the cumulative amount calculated from the asset transaction in the 12 months before the announcement) constitutes a major asset reorganization, and the relevant review and information disclosure procedures have been performed in accordance with the administrative measures for major asset reorganization of listed companies.
The above transactions are not related to this transaction and are not preconditions for each other, so they need not be included in the scope of cumulative calculation. In addition to the above matters, the listed company has no other major purchases or sales of assets in the last 12 months.
It is hereby explained.
Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors February 7, 2002
