Changzhou Almaden Co.Ltd(002623) board of directors
Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation 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 this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and hereby explains as follows:
1. The underlying asset of this transaction is 100% equity of Fengyang Silicon Valley, which does not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters. The relevant approval or filing matters involved in this transaction have been disclosed in detail in the plan for Changzhou Almaden Co.Ltd(002623) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, and special tips have been made on the risks that may not be approved or filed.
2. The counterparty of this transaction legally owns the complete rights of the underlying assets, and there is no restriction or prohibition on the transfer of the underlying assets, and there is no situation where the shareholders' capital contribution is untrue or affects the legal existence of the underlying assets. There are no legal obstacles to the transfer of the underlying assets.
3. This transaction is conducive to the integrity of the company's assets and the company's independence in personnel, procurement, production, sales and intellectual property rights.
4. This transaction will help the company improve its financial situation, enhance its sustainable profitability, highlight its main business, enhance its anti risk ability, enhance its independence, reduce related party transactions and avoid horizontal competition.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
It is hereby explained.
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(there is no text on this page, which is the Changzhou Almaden Co.Ltd(002623) board of directors' agreement on this transaction
<关于规范 上市公司重大资产重组若干问题的规定>
(the seal page of the explanation specified in Article 4)
Changzhou Almaden Co.Ltd(002623) board of directors December 23, 2021
