Changzhou Almaden Co.Ltd(002623) board of directors
Explanation on the compliance of this transaction with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring 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").
The board of directors of the company has carefully analyzed whether the transaction complies with the provisions of Articles 11 and 43 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 believes that:
1、 The overall scheme of this transaction complies with Article 11 of the reorganization management measures
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 11 of the reorganization management measures. The specific circumstances are as follows:
1. This transaction complies with the national industrial policies, laws and administrative regulations on environmental protection, land management and antitrust;
2. This transaction will not cause the company's shares to fail to meet the listing conditions;
3. The assets involved in this exchange will be based on the evaluation value specified in the evaluation report issued by the asset evaluation institution in accordance with the provisions of the securities law, which shall be determined by the trading parties through negotiation to ensure fair pricing and no damage to the legitimate rights and interests of the company and shareholders;
4. The ownership of assets involved in this exchange is clear, there are no legal obstacles to asset transfer or transfer, and the treatment of relevant creditor's rights and debts is legal;
5. This transaction is conducive to enhancing the company's sustainable operation ability, and there is no situation that may cause the company's main assets to be cash or no specific business after reorganization;
6. 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 CSRC on the independence of listed companies; 7. This transaction is conducive to the company to maintain a sound and effective corporate governance structure.
2、 The overall scheme of this transaction complies with Article 43 of the reorganization management measures
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 43 of the reorganization management measures. The specific circumstances are as follows:
1. This transaction is conducive to improving the asset quality, improving the financial situation and enhancing the sustainable profitability of the listed company, reducing related party transactions, avoiding horizontal competition and enhancing the independence of the listed company;
2. Tianzhi International Certified Public Accountants (special general partnership) issued a standard unqualified audit report on the company's financial and accounting report of the last year;
3. The listed company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations;
4. The assets purchased by the listed company in this exchange are operational assets with clear ownership, and can complete the ownership transfer procedures within the agreed time limit;
5. There is no violation of other conditions stipulated by the CSRC in this transaction.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
(no text below)
(there is no text on this page, which is the Changzhou Almaden Co.Ltd(002623) board of directors' agreement on this transaction
<上市公司 重大资产重组管理办法>
(the seal page of the instructions provided in Articles 11 and 43)
Changzhou Almaden Co.Ltd(002623) board of directors December 23, 2021
