Board of directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd
On the completeness, compliance and of the company’s legal procedures for this transaction
Description of the validity of legal documents submitted
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 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:
The company has complied 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, the stock listing rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, as well as the articles of association of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd, The necessary legal procedures at this stage have been performed for matters related to this transaction, which are complete, legal and effective, and the legal documents submitted by the company to the regulatory authority for this transaction are legal and effective.
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the legal documents submitted by the company for this exchange, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the legal documents submitted.
It is hereby explained.
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Board of directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (seal) February 21, 2022
