Suzhou Thvow Technology Co.Ltd(002564) board of directors
Notes on the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted
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”).
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, The completeness and compliance of the legal procedures performed by the board of directors on this transaction and the effectiveness of the legal documents submitted are described as follows:
1、 Completeness and compliance of legal procedures for this transaction
1. During the preliminary negotiation between the company and the counterparty on this transaction, necessary and sufficient confidentiality measures have been taken to limit the scope of relevant sensitive information.
2. On January 24, 2022, the company issued the announcement on suspension of trading on planning to issue shares to purchase assets (Announcement No.: 2022-004). Upon application to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), the trading of the company’s shares (Securities abbreviation: Suzhou Thvow Technology Co.Ltd(002564) , securities Code: 002564) will be suspended from January 24, 2022, The suspension time is expected to be no more than 10 trading days.
3. According to the provisions of the measures for the administration of major asset restructuring of listed companies, the company plans to hire independent financial consultants, law firms, accounting firms, asset appraisal companies and other intermediaries, and signed a confidentiality agreement with the above intermediaries, fully demonstrated the transaction plan, and communicated with the counterparty of the transaction, A preliminary plan has been formed.
4. During the period of stock suspension, the company prepared the plan and summary of this transaction in accordance with the requirements of relevant laws, regulations and normative documents, as well as other relevant documents required by Shenzhen Stock Exchange and China Securities Regulatory Commission.
5. Registered the insider list and reported the insider information to the company.
6. The pre feasibility study report of this transaction has been filed by Shanghai state owned assets supervision and Administration Commission.
7. The 38th meeting of the Fourth Board of directors of the company deliberated on the relevant proposals of this transaction. The independent directors of the company approved the transaction in advance and expressed independent opinions.
8. The counterparty and the target company have fulfilled the internal decision-making procedures required at this stage for this transaction. 9. The company and Shanghai Electric Group Company Limited(601727) signed the agreement on issuing shares to purchase assets with conditional effect, and signed the share subscription agreement with Shanghai Lixin Industrial Co., Ltd. with conditional effect.
Accordingly, the company has performed the necessary legal procedures for matters related to this transaction in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of information disclosure of listed companies and other relevant laws, regulations, normative documents and the Suzhou Thvow Technology Co.Ltd(002564) articles of association, Such legal procedures are complete, legal and effective.
2、 Notes on the validity of legal documents submitted
In accordance with the provisions of the measures for the administration of major asset restructuring of listed companies and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, the board of directors and all directors of the company make the following statements and guarantees for the relevant legal documents to be submitted for matters related to this transaction: the legal documents submitted and disclosed by the company are legal and effective. There are no false records, misleading statements or major omissions in the legal documents submitted by the company on this exchange. The board of directors and all directors of the company shall bear individual and joint liabilities for the authenticity, accuracy and completeness of the above-mentioned documents.
The board of directors of the company believes that the company has performed the necessary legal procedures for this transaction at this stage, which are complete, legal and effective, comply with the provisions of relevant laws, regulations, normative documents and Suzhou Thvow Technology Co.Ltd(002564) articles of association, and the legal documents submitted by the company to the securities regulatory authority for this transaction are legal and effective.
It is hereby explained.
(there is no text on this page, which is the signature page of Suzhou Thvow Technology Co.Ltd(002564) instructions of the board of directors on the completeness and compliance of legal procedures for the performance of this transaction and the effectiveness of legal documents submitted)
Suzhou Thvow Technology Co.Ltd(002564) board of directors February 11, 2022
