Securities code: Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) securities abbreviation: Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) Announcement No.: 2022019 Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd
Issue shares and pay cash to purchase assets and raise supporting funds
Announcement on the revision of the plan for related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
On January 17, 2022, Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. (hereinafter referred to as “the company”) held the 35th meeting of the third board of directors and the 31st meeting of the third board of supervisors, The proposal on Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions and its summary were reviewed and approved. For details, please refer to the company’s website of Shanghai Securities News, securities times and Shanghai Stock Exchange (www.sse. Com. CN.) Relevant announcements issued.
On January 25, 2022, the company received the inquiry letter on the information disclosure of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. on issuing shares, paying cash to purchase assets, raising supporting funds and related party transaction plan (szgh [2022] No. 0055) (hereinafter referred to as the “inquiry letter”) from Shanghai Stock Exchange. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 26, 2022 The announcement of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. on receiving the inquiry letter from Shanghai Stock Exchange on information disclosure of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. on issuing shares, paying cash to purchase assets and raising supporting funds and related party transaction plan (Announcement No.: 2022010). According to the relevant requirements of the inquiry letter, the company and relevant intermediaries have actively and seriously verified, analyzed and studied relevant issues, and supplemented the plan for Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. to issue shares and pay cash to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as the “plan”) according to the inquiry letter The main amendments are as follows:
1. In the “IV. main business of Populus euphratica” chapter of “section IV basic information of the target company” of the plan, add “(IV) operating income of the target company in recent three years”, and make supplementary disclosure on the operating income of the target company in recent three years, including income amount, proportion, year-on-year change, etc.
2. In the “IV. main business of Populus euphratica” chapter of “section IV basic information of the target company” of the plan, add “(V) reasons and rationality for the substantial growth of the target company’s performance in the short term”, combined with the industry situation, the target sales volume and price changes, and conclude the performance changes of comparable companies in the contract industry, Supplementary disclosure is made on the reasons and rationality of the substantial growth of the target company’s short-term performance.
3. Add “(VI) sustainability of performance growth of the target company” in “IV. main business of Populus euphratica” of “section IV basic information of the target company” of the plan, and make supplementary disclosure on whether the performance growth of the target company is sustainable in combination with industry cycle fluctuations, upstream and downstream supply and demand changes, price trends of raw materials and products, etc.
4. Add “(VII) the risk of high performance growth sustainability” in the chapter “II. Risks related to the target company” of “major risk tips” of the plan, and add “(VII) the risk of high performance growth sustainability” in the chapter “II. Risks related to the target company” of “Section VII risk factors”, so as to give risk tips on the risk of performance growth sustainability of the target company.
5. Add “(VII) description of the top five customers, suppliers and their independence of the target company during the reporting period” in the chapter “IV. main business of Populus euphratica” of “section IV basic information of the target company” of the plan to determine whether the top five customers, suppliers and business, assets, finance, personnel and institutions of the target company have significant dependence on the original shareholders Whether there is supplementary disclosure of independence.
6. Add “(VIII) the risk of using the technology authorized by Sichuan Jinxiang in the existing production line and production process” in the chapter “II. Risks related to the target company” of “major risk tips” of the plan, Add “(VIII) risk of using the technology authorized by Sichuan Jinxiang in the existing production line and production process” in the chapter “II. Risks related to the target company” of “Section VII risk factors”, and give risk tips on the use of the technology authorized by Sichuan Jinxiang in the existing production line and production process of Yuxiang Populus euphratica and Xinjiang Jinxiang.
7. In “VIII. Commitments made by relevant parties to this transaction” and “(II) important commitments made by controlling shareholders and counterparties of listed companies” of “tips on major events” of the plan, supplementary disclosure is made on the commitments of Xinjiang agricultural and animal husbandry investment and Sichuan Jinxiang on the independence of the subject company.
8. Add “IV. horizontal competition and relevant solutions” in the chapter of “section VI impact of this transaction on listed companies” of the plan, and make supplementary disclosure on the main business, horizontal competition and solutions of the company’s controlling shareholders and their subsidiaries.
9. Add “v. synergy between the target company’s business and the company’s existing main business” in the “section VI impact of this transaction on listed companies” of the plan, and make supplementary disclosure on the company’s business development strategy and whether the target company’s business has significant synergy with the company’s existing main business.
10. “VI. specific plans and measures for the coordination and integration of the target company after the completion of this transaction” is added to the “section VI impact of this transaction on the listed company” of the plan, which makes supplementary disclosure on the specific plans and measures for the coordination and integration of the target company after the completion of this transaction.
11. In the “section III basic information of counterparties” of the plan, add “XVII. Related relationship between counterparties and listed companies”, and make supplementary disclosure on whether there is a related relationship between counterparties (including investors after the penetration of the partnership) other than Xinjiang agriculture and animal husbandry investment and listed companies.
12. In the “II. Sichuan Jinxiang” chapter of “section III basic information of counterparties” of the plan, add “(III) pledge of equity of the underlying assets”, and make supplementary disclosure on the specific situation of equity pledge of the underlying assets, including the pledgee, pledge period, pledge reason and capital use.
13. Add “(IV) specific schedule for releasing the equity pledge of the underlying assets” to “II. Sichuan Jinxiang” of “section III basic information of the counterparty” of the plan, and make specific schedule for releasing the equity pledge of the underlying assets, Whether there is significant uncertainty and the impact on this transaction has been supplementary disclosed.
14. In the sections of “II. Risks related to the target company” (I) risk of ownership of the target assets “of” major risk prompt “and” II. Risks related to the target company “of” Section VII risk factors “, the risk prompt has been given again for the pledge of the target assets held by Sichuan Jinxiang.
15. In the “section IV basic information of the target company” of the plan, add “VII. Restrictions on the rights of the target assets, capital transactions and guarantees with the counterparty, occupation of non operating funds or related guarantees”, and check whether there are other restrictions on the rights of the target assets, capital transactions and guarantees between the target assets and the counterparty Supplementary disclosure was made on the occupation of non operating funds or related guarantee.
16. Add “(IX) risks related to guarantees and borrowings of related parties that have not been solved” in the chapter “II. Risks related to the target company” of “major risk tips” of the plan, and add “(IX) risks related to guarantees and borrowings of related parties that have not been solved” in the chapter “II. Risks related to the target company” of “Section VII risk factors”, The risk warning was given to the fact that the guarantee of Yuxiang Populus euphratica to Xinjiang agriculture and animal husbandry investment has not been lifted, and the relevant margin agreement has not been signed between Yuxiang Populus euphratica and Sichuan Jinxiang on the borrowing of state-owned assets company.
17. In the plan “section IV basic information of the target company” of “III. information of subsidiaries of Yuxiang Populus euphratica”, supplementary disclosure is made on the establishment purpose of subsidiaries and joint-stock companies of the target company and their business relationship with the target company.
18. Add “(IX) this transaction complies with the provisions on the acquisition of minority equity in the guidelines for the application of regulatory rules – listing class No. 1)” in the chapter “III. subsidiaries of Populus euphratica” of “section IV basic information of the target company” of the plan, Supplementary disclosure was made on whether the transaction complies with the provisions on the acquisition of minority interests in the guidelines for the application of regulatory rules – listing class No. 1.
19. In the section “section IV basic information of the target company” of the plan, add “VIII. Administrative punishment on environmental protection and safety production of the target assets in recent three years, shutdown or production restriction in recent three years and its impact on this transaction”, and the administrative punishment on environmental protection and safety production of the target company in recent three years, The situation of shutdown or limited production in recent three years and its impact on this transaction have been supplementary disclosed.
20. The risks related to environmental protection and production safety of the target company are re reminded in the chapters of “II. Risks related to the target company” of “major risk prompt”, “IV. safety production and environmental protection risks” and “II. Risks related to the target company” of “Section VII risk factors” of the plan.
It is hereby announced.
Board of directors of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. March 2, 2022
