Suzhou Thvow Technology Co.Ltd(002564) board of directors
Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as "the company") plans to issue shares to Shanghai Electric Group Company Limited(601727) (hereinafter referred to as " Shanghai Electric Group Company Limited(601727) ") to purchase 100% equity of Shanghai Boiler Works Co., Ltd. (hereinafter referred to as "shangguo works") (hereinafter referred to as "the underlying assets") 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 provisions on Several Issues concerning the regulation 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 Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, The board of Directors believes that this transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
1. The underlying assets of this transaction are equity assets, and the underlying assets of the transaction do not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters;
If the transaction involves matters related to approval, the progress and procedures to be submitted for approval to the relevant competent authorities have been disclosed in detail in the plan for Suzhou Thvow Technology Co.Ltd(002564) issuing shares to purchase assets and raising supporting funds and related party transactions, and special tips have been given on the risks that may not be approved;
2. Shanghai Electric Group Company Limited(601727) legally owns the complete right of the subject asset, and there is no restriction or prohibition on the transfer. There is no situation that the investment of shangguo factory is untrue or affects its legal existence;
3. This transaction is conducive to improving the integrity of the company's assets and maintaining the independence of the company in terms of personnel, procurement, production, sales and intellectual property rights;
4. This transaction is conducive to improving the company's financial situation, enhancing its sustainable profitability, highlighting its main business and enhancing its ability to resist risks, enhancing its independence and avoiding horizontal competition. Since the audit 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, if there is a related party transaction 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.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
It is hereby explained.
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(there is no text on this page, which is the signature page of the Suzhou Thvow Technology Co.Ltd(002564) explanation of the board of directors on the compliance of this transaction with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies) Suzhou Thvow Technology Co.Ltd(002564) board of directors, February 11, 2022
