Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors
Explanation that this transaction does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies
Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as “the company” or “the listed company”) intends to provide services to Wangyuan (Wang Yuan), Shanghai Yuanmeng enterprise management consulting partnership (limited partnership), Qidong Yuanli enterprise management consulting partnership (limited partnership) Ningbo Jiusheng innovative pharmaceutical technology Co., Ltd. issued shares and paid cash to purchase 100% of the equity of YaoYuan Pharmaceutical Chemistry (Shanghai) Co., Ltd. held by it. At the same time, it plans to issue shares to Shanghai Anshu Information Technology Co., Ltd. (hereinafter referred to as “Anshu information”) to raise supporting funds (hereinafter referred to as “this transaction”).
After careful comparison with the relevant provisions of the measures for the administration of major asset restructuring of listed companies and careful judgment, the board of directors of the company believes that this transaction does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset restructuring of listed companies. The specific circumstances are as follows:
1、 Provisions on reorganization and listing
Paragraph 1 of Article 13 of the measures for the administration of major asset restructuring of listed companies stipulates: “if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the self-control right of the listed company, resulting in one of the following fundamental changes of the listed company, it constitutes a major asset restructuring, which shall be reported to the China Securities Regulatory Commission in accordance with the provisions of these measures (hereinafter referred to as “CSRC”) approved:
(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 of the previous accounting year in which the control of the listed company changes;
(II) 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 and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net 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;
(IV) 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;
(V) 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;
(VI) 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 measures for the administration of major asset reorganization of listed companies
Before this transaction, an Xu information was the controlling shareholder of the listed company, and Zheng Baofu and Gao Qiang were the actual controllers of the listed company. The actual control of the listed company has not changed in recent 36 months. After the completion of this transaction, an Xu information is still the controlling shareholder of the company, Zheng Baofu and Gao Qiang are still the actual controllers of the company, and this transaction will not lead to changes in the controlling shareholder and actual controller of the company.
To sum up, the board of directors of the company believes that this transaction does not constitute the reorganization and listing specified in Article 13 of the administrative measures for major asset reorganization of listed companies.
It is hereby explained.
Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors March 5, 2022
