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 11
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 11 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) this transaction complies with the national industrial policies and the provisions of laws and administrative regulations on environmental protection, land management and antitrust;
(II) after the completion of this transaction, the total shareholding ratio of the public shareholders of the company at that time shall not be less than 10% of the total share capital of the company after the completion of this transaction. The total share capital, number of shareholders, equity structure and equity distribution of the company meet the stock listing conditions specified in the securities law of the people’s Republic of China and the stock listing rules of Shanghai Stock Exchange, It will not cause the company to fail to meet the conditions for stock listing;
(III) the transaction amount of the underlying assets of this transaction is based on the appraisal results of the underlying assets determined in the appraisal report issued by the asset appraisal institution hired by the company and approved / filed by the competent State-owned Assets Supervision and administration institution. The asset pricing is fair after negotiation between the parties to the transaction, There is no situation that damages the legitimate rights and interests of the company and shareholders;
(IV) before the meeting of the board of directors, the counterparty has legally owned the complete rights of the underlying assets. The equity ownership involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal;
(V) this transaction is conducive to enhancing the company’s ability of sustainable operation, and there is no situation that may lead to the company’s main assets being cash or no specific business after reorganization;
(VI) this transaction is conducive to the company’s independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the China Securities Regulatory Commission on the independence of the company;
(VII) this transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure.
In conclusion, through prudent judgment, the board of directors of the company believes that this transaction complies with the provisions of Article 11 of the reorganization management measures.
It is hereby explained.
(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 11 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
