Board of directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd
The transaction complies with the measures for the administration of major asset restructuring of listed companies
Description of Article 43
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. According to Article 43 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), the board of directors of the company has made a prudent judgment on this transaction, and the board of directors of the company believes that:
(I) after the completion of this transaction, the company’s business scale and profitability will be improved, which is conducive to the company’s improvement of asset quality, financial condition and sustainable profitability; At the same time, this transaction is conducive to the company to standardize and reduce related party transactions, avoid horizontal competition and enhance independence;
(II) the financial accounting report of the company for the most recent year has been issued with an unqualified audit report by a certified public accountant; (III) the company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by China Securities Regulatory Commission for suspected violations of laws and regulations;
(IV) the underlying assets to be purchased by the trading company this time are 100% equity of the merged party Huainan Mining (Group) Co., Ltd., which are operating assets with clear ownership. The counterparty has legal ownership of the underlying assets. Therefore, there is no legal obstacle to complete the ownership transfer procedures within the agreed time limit;
(V) there is no violation of other conditions stipulated by the China Securities Regulatory Commission in this transaction. In conclusion, through prudent judgment, the board of directors of the company believes that this transaction complies with the provisions of Article 43 of the reorganization management measures.
It is hereby explained.
(no text below)
(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 this transaction complies with the provisions of Article 43 of the measures for the administration of major asset restructuring of listed companies)
Board of directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (seal) February 21, 2022
