Changzhou Almaden Co.Ltd(002623) board of directors
Notes on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted for this transaction
Changzhou Almaden Co.Ltd(002623) (hereinafter referred to as the “company” or “listed company”) intends to purchase Shouguang Lingda Information Technology Consulting Co., Ltd., Shouguang Daling venture capital partnership (limited partnership), China Petroleum & Chemical Corporation(600028) group Capital Co., Ltd. and Huangshan Gaoxin Yida Xin’anjiang specialized special new venture capital fund by issuing shares and paying cash (limited partnership), Yangzhong high investment Yida venture capital fund partnership (limited partnership), Suqian high investment Yida industry talent integration development venture capital partnership (limited partnership) and Changzhou Huahui venture capital partnership (limited partnership) hold 100% equity of Fengyang Silicon Valley intelligent Co., Ltd. and raise supporting funds (hereinafter referred to as “this transaction”).
In accordance with the measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations, normative documents and the articles of association, the board of directors of the company explains the completeness and compliance of the legal procedures for the transaction and the effectiveness of the legal documents submitted as follows:
1、 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
(i) During the preliminary negotiation between the company and the counterparty on this transaction, necessary and sufficient confidentiality measures have been taken to limit the scope of knowledge of relevant sensitive information, and confidentiality agreements have been signed with relevant parties. （2） On December 10, 2021, due to the planning of major asset reorganization and related party transactions, the company applied to Shenzhen Stock Exchange, and the trading of the company’s shares was suspended from the opening of the market on December 13, 2021. For details, see Changzhou Almaden Co.Ltd(002623) announcement on the progress of planning major asset reorganization and related party transactions disclosed by the company on December 13, 2021 (Announcement No.: 2021-054).
（3） Excluding the influence of market factors and industry sector factors, the cumulative rise and fall of the company’s share price within 20 trading days before the suspension did not exceed 20%, and the stock price fluctuation did not meet the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties.
（4） The company has registered the insiders involved in this transaction and reported the list of insiders to Shenzhen Stock Exchange.
（5） The company has prepared the plan and summary of this transaction and other relevant documents to be submitted for this transaction in accordance with the requirements of relevant laws, regulations and normative documents.
（6） On December 23, 2021, the company held the 19th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors, deliberated and adopted the relevant proposals of the transaction, and the independent directors of the company expressed their prior approval opinions and independent opinions on the matters related to the transaction.
（7） On December 23, 2021, the company and the counterparty of this transaction signed the framework agreement on the acquisition of equity of Fengyang Silicon Valley intelligent Co., Ltd. with conditional effect.
In conclusion, the board of directors of the company believes that the company has performed the necessary legal procedures for matters related to this reorganization in accordance 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 and other relevant laws, regulations, normative documents and the articles of association. These legal procedures are complete, legal Effective.
2、 Notes on the validity of legal documents submitted
According to the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies In accordance with the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 2 – suspension and resumption of trading business and other relevant laws, regulations, normative documents and the articles of association, the board of directors and all directors of the company make the following statements and guarantees:
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 shall be jointly and severally liable for the authenticity, accuracy and completeness of the legal documents submitted.
In conclusion, the board of directors of the company believes that the legal procedures performed by the company for this transaction are complete, in line with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the legal documents submitted to Shenzhen Stock Exchange are legal and effective.
It is hereby explained.
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Changzhou Almaden Co.Ltd(002623) board of directors December 23, 2021
