Suzhou Thvow Technology Co.Ltd(002564)
Description of assets purchased and sold within 12 months before this transaction
Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as “the company”) intends to purchase 100.00% equity of Shanghai Boiler Plant Co., Ltd. (hereinafter referred to as “shangguo plant”) held by Shanghai Electric Group Company Limited(601727) through issuing shares, and issue shares to Shanghai Lixin Industrial Co., Ltd. to 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. Asset transactions that have prepared and disclosed a major asset restructuring report in accordance with the provisions of these measures need not be included in the scope of cumulative calculation. Where the CSRC has other provisions on the cumulative time limit and scope of major asset restructuring specified in paragraph 1 of Article 13 of these measures, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets.
The purchase or sale of assets of the company within 12 months before this transaction is as follows:
On September 4, 2020, the company held the 19th meeting of the 4th board of directors, deliberated and adopted the proposal on transferring 98% equity and related party transactions of subsidiaries and the proposal on transferring 65% equity and related party transactions of subsidiaries, It is agreed that the company will sell 98% equity of its holding subsidiary zhanghuaji Yili heavy equipment manufacturing Co., Ltd. (hereinafter referred to as “zhanghuaji Yili”) and 65% equity of Xinjiang Hefeng zhanghuaji new energy equipment Co., Ltd. (hereinafter referred to as “Xinjiang Hefeng”) to The Pacific Securities Co.Ltd(601099) electromechanical (Group) Co., Ltd. (hereinafter referred to as ” The Pacific Securities Co.Ltd(601099) electromechanical”) through non-public agreement transfer. The above matters are related party transactions, and the company has obtained the prior approval and consent of independent directors. The company held the fourth extraordinary general meeting of shareholders in 2020 on September 24, 2020, and deliberated and adopted the above proposal. On April 2, 2021 and September 1, 2021, Zhang Huaji Yili and Xinjiang Hefeng completed the industrial and commercial change registration for the above sale respectively.
The company held the 20th meeting of the 4th board of directors on September 9, 2020, deliberated and passed the proposal on transferring 100% equity of wholly-owned subsidiary and related party transactions, and agreed to sell 100% equity of wholly-owned subsidiary tianvauenke (Beijing) Nuclear Physics Research Institute Co., Ltd. to The Pacific Securities Co.Ltd(601099) electromechanical through non-public agreement transfer. The above matters are related party transactions, and the company has obtained the prior approval and opinions of independent directors
Agree. The company held the fourth extraordinary general meeting of shareholders in 2020 on September 24, 2020, and deliberated and adopted the above proposal. On May 31, 2021, the industrial and commercial change registration of the above transactions was completed.
In addition to the above transactions, the company did not have any other major purchase or sale of assets in the 12 months before the transaction. The assets purchased or sold by the above-mentioned company within 12 months before this reorganization do not belong to the same or related assets as the target asset shangguo plant of this reorganization. The contents of these transactions are independent of this reorganization and have no direct connection with each other. There is no need to calculate cumulatively when calculating whether this transaction constitutes a major asset reorganization.
It is hereby explained.
(there is no text on this page, which is the signature page of Suzhou Thvow Technology Co.Ltd(002564) instructions on purchasing and selling assets within 12 months before this transaction)
Suzhou Thvow Technology Co.Ltd(002564) February 11, 2022
