Changzhou Almaden Co.Ltd(002623) board of directors
Explanation on that this transaction does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies
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”).
After careful verification by the board of directors, it is explained as follows that this transaction does not constitute a reorganization and listing as stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies (hereinafter referred to as the measures for the administration of reorganization):
1、 Provisions on reorganization and listing
Article 13 of the measures for the administration of reorganization stipulates as follows: “if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the control right of the listed company, resulting in one of the following fundamental changes of the listed company, which constitutes a major asset reorganization, it shall be reported to the CSRC for approval in accordance with the provisions of these measures: (I) The total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
（2） The operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial accounting report of the previous accounting year in which the control of the listed company changes;
（3） The net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report of the previous fiscal year in which the control of the listed company changes;
（4） The shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
（5） Although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
（6） Other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. ”
2、 This transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures
Within 36 months before the transaction, Changzhou Changzhou Almaden Co.Ltd(002623) Technology Group Co., Ltd. was the controlling shareholder of the listed company, and Lin Jinxi and Lin Jinhan were the actual controllers of the listed company. After the completion of this transaction, the actual controllers of the listed company are still Lin Jinxi and Lin Jinhan, and the actual control right of the listed company has not changed.
Before and after this transaction, the actual control of the listed company has not changed. This reorganization does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies.
It is hereby explained.
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(there is no text on this page, which means that the Changzhou Almaden Co.Ltd(002623) board of directors does not constitute
<上市公 司重大资产重组管理办法>
(seal page of the description of reorganization and listing as stipulated in Article 13) Changzhou Almaden Co.Ltd(002623) board of directors December 23, 2021
