Suzhou Thvow Technology Co.Ltd(002564) board of directors
Explanation on the compliance of this transaction with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies
Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as “the company”) intends to issue shares to Shanghai Electric Group Company Limited(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”).
According to the requirements of the measures for the administration of major asset restructuring of listed companies, the board of directors of the company has carefully analyzed whether this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies. The board of Directors believes that:
1、 This transaction complies with the relevant 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 company to fail to meet the conditions for stock listing;
3. The asset pricing involved in this transaction is fair, and there is no situation that damages the legitimate rights and interests of the company 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 enhancing the company’s sustainable operation ability, and there is no situation that may cause the company’s main assets to be cash or no specific business after this transaction;
6. This transaction is conducive to the 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 formation or maintenance of a sound and effective corporate governance structure.
2、 This transaction complies with the relevant provisions of Article 43 of the measures for the administration of major asset restructuring of listed companies
1. This transaction is conducive to improving the quality of the company’s assets, improving the company’s financial situation and enhancing its sustainable profitability. This transaction is conducive to enhancing the company’s independence and avoiding horizontal competition. Since the audit work related to this transaction has not been finally completed, it is impossible to make an accurate quantitative analysis of the company’s related party transactions after the completion of this transaction. After the completion of this transaction, In case of related party transactions between the company and related parties, the decision-making procedures of related party transactions of listed companies will be strictly implemented to ensure the rationality and fairness of related party transactions and ensure that the interests of the company and shareholders are not damaged;
2. The company’s financial and accounting report for the most recent year has been issued with an unqualified audit report by a certified public accountant; 3. The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations;
4. The underlying assets are operating assets with clear ownership and can complete the ownership transfer procedures within the agreed time limit;
5. There is no major violation of other provisions of the CSRC in this transaction.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
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Suzhou Thvow Technology Co.Ltd(002564) board of directors February 11, 2022
