Suzhou Thvow Technology Co.Ltd(002564) board of directors
Explanation that this reorganization does not constitute reorganization and listing
Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as "the company") intends to issue shares to Shanghai Electric Group Company Limited(601727) (hereinafter referred to as "601727}") to purchase 100% equity of Shanghai Boiler Plant Co., Ltd. held by it, and issue shares to Shanghai Lixin Industrial Co., Ltd. to raise supporting funds (hereinafter referred to as "this transaction").
The transaction price of the underlying assets of this transaction has not been finally determined. It is estimated that the total assets and operating revenue of the underlying assets of this transaction account for more than 50% of the relevant financial indicators of the company's audited consolidated financial statements in 2021. This transaction is expected to constitute a major asset reorganization specified in Article 12 of the administrative measures for major asset reorganization of listed companies. At the same time, this transaction involves the issuance of shares to purchase assets, so it needs to be submitted to the M & A Review Committee of the CSRC for review and approved by the CSRC before implementation.
Within 36 months before the transaction, the actual control of the company has not changed. The controlling shareholder of the company is Shanghai Electric Group Company Limited(601727) , and the actual controller is Shanghai state owned assets supervision and Administration Commission. After the completion of this transaction, the controlling shareholder of the company is still Shanghai Electric Group Company Limited(601727) , and the actual controller is still Shanghai state owned assets supervision and Administration Commission. This transaction will not lead to the change of the controlling shareholder and actual controller of the company. This transaction does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies.
It is hereby explained.
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Suzhou Thvow Technology Co.Ltd(002564) board of directors February 11, 2022
