Board of directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd
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
Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (hereinafter referred to as “the company”) plans to absorb and merge Huainan Mining (Group) Co., Ltd. and related party transactions (hereinafter referred to as “the transaction”) by issuing shares, convertible corporate bonds (if any) and paying cash to all shareholders of Huainan Mining (Group) Co., Ltd.
The board of directors of the company has made careful analysis and prudent judgment on this transaction in accordance with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of the company, and believes that:
(I) the underlying asset of this transaction is 100% equity of the merged party Huainan Mining (Group) Co., Ltd., which does 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 company has disclosed in detail the progress of reporting to the relevant competent authorities for approval and the procedures to be submitted for approval in the plan for the absorption and merger of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. and related party transactions of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd., and made important matters tips for the risks that may not be approved;
(II) the equity transferor of this transaction has legal and complete ownership of the equity to be sold, and there is no restriction or prohibition on transfer, no false capital contribution or affecting its legal existence;
(III) after the completion of this transaction, the company will directly hold 100% equity of Huainan Mining (Group) Co., Ltd. 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;
(IV) this transaction will help the company to further improve its financial situation, enhance its sustainable profitability, highlight its main business, enhance its anti risk ability, enhance its independence, reduce related party transactions and avoid horizontal competition.
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 statement of the board of directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. that the company’s current transaction complies with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies)
Board of directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (seal) February 21, 2022
