Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors
Notes on the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted
Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as “the company”) intends to issue shares and pay cash to Wang Yuan (Wang Yuan), Shanghai Yuanmeng enterprise management consulting partnership (limited partnership), Qidong Yuanli enterprise management consulting partnership (limited partnership) and Ningbo Jiusheng innovative pharmaceutical technology Co., Ltd. to purchase 100% equity of YaoYuan pharmaceutical Chemistry (Shanghai) Co., Ltd, At the same time, it plans to issue shares to the controlling shareholder Shanghai Anshu Information Technology Co., Ltd. to raise supporting funds (hereinafter referred to as “this transaction”). In accordance with the relevant provisions of relevant laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the board of directors of the company explains the completeness and compliance of the legal procedures for this major asset restructuring and the effectiveness of the legal documents submitted as follows: I. description of the completeness and compliance of the legal procedures for this transaction
1. The company has taken necessary and sufficient confidentiality measures to limit the scope of relevant sensitive information during the preliminary negotiation with the relevant parties of this transaction.
2. Both the company and the related parties of this transaction have taken strict confidentiality measures, formulated strict and effective confidentiality system, limited the scope of knowledge of relevant sensitive information and ensured that the information is within the controllable range. The company registered the insiders involved in this transaction and reported the list of insiders to Shanghai Stock Exchange.
3. On February 19, 2022, the company issued the announcement of Shanghai Haoyuan Chemexpress Co.Ltd(688131) on the suspension of trading in planning to issue shares and pay cash to purchase assets and raise supporting funds (Announcement No.: 2022020). Upon application to Shanghai Stock Exchange, the trading of the company’s shares (Securities abbreviation: Shanghai Haoyuan Chemexpress Co.Ltd(688131) , securities code: Shanghai Haoyuan Chemexpress Co.Ltd(688131) ) will be suspended from the opening of the market on February 21, 2022, It is expected that the trading suspension will not exceed 10 trading days.
4. During the period of stock suspension, the company prepared the plan and summary of this transaction in accordance with the requirements of relevant laws, regulations and normative documents, as well as other relevant documents required by Shanghai Stock Exchange and China Securities Regulatory Commission.
5. On March 3, 2022, the company held the fourth meeting of the third board of directors, deliberated and adopted the transaction plan and relevant proposals; The independent directors of the company carefully reviewed the relevant documents of the transaction before the board of directors, approved the transaction in advance, agreed to submit it to the board of directors for deliberation, and expressed their agreed independent opinions on the transaction after the meeting.
6. On March 3, 2022, the company held the fourth meeting of the third board of supervisors, deliberated and adopted the transaction plan and relevant proposals.
7. On March 3, 2022, the company signed the framework agreement on issuing shares and paying cash to purchase assets with conditional effect with the counterparty; On the same day, the company signed a conditional share subscription agreement with the controlling shareholder.
8. 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 announcement of information related to this transaction did not exceed 20%.
In conclusion, the company has performed the necessary legal procedures for matters related to this transaction in accordance with the provisions of relevant laws, regulations, normative documents such as the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of information disclosure of listed companies and the articles of association. These legal procedures are complete, legal and effective. 2、 Notes on the validity of legal documents submitted
According to the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies that publicly issue securities No. 26 – major asset restructuring of listed companies (revised in 2022), and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange The board of directors and all directors of the company make the following statements and guarantees with respect to the relevant legal documents to be submitted for this transaction: the legal documents submitted and disclosed by the company are legal and effective, There are no false records, misleading statements or major omissions in the legal documents submitted by the company on this exchange. The board of directors and all directors of the company shall bear individual and joint liabilities for the authenticity, accuracy and completeness of the above-mentioned documents.
In conclusion, the board of directors of the company believes that the company has performed the necessary legal procedures for this transaction up to the present stage, which are complete, legal and effective, comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the legal documents submitted by the company to the Chinese regulatory authority for this transaction are legal and effective. It is hereby explained.
Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors March 5, 2022
