Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) Announcement No.: pro 2022027
Guangdong No.2 Hydropower Engineering Company Ltd(002060) board of directors
Explanation that this reorganization does not constitute reorganization and listing
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of transaction scheme
Guangdong No.2 Hydropower Engineering Company Ltd(002060) (hereinafter referred to as “listed company” or “company”) plans to issue shares to Guangdong Construction Engineering Group Holding Co., Ltd. (hereinafter referred to as “construction engineering holding”) to purchase 100% equity of Guangdong Construction Engineering Group Co., Ltd. held by it, and plans to raise supporting funds by non-public offering shares to no more than 35 qualified specific objects (hereinafter referred to as “this transaction”).
2、 Criteria for restructuring and listing
According to Article 13 of the measures for the administration of major asset restructuring of listed companies: “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 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 of the previous accounting year in which the control of the listed company changes;
(II) business income generated by purchased assets in the latest fiscal year
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) Announcement No.: pro 2022027
The proportion of operating income in the audited consolidated financial accounting report of the previous fiscal year in which the control right of the listed company is changed reaches more than 100%;
(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. “
3、 This transaction does not constitute reorganization and listing
Before this transaction, the controlling shareholder of the company was construction engineering holdings, and the actual controller of the company was the state owned assets supervision and Administration Commission of Guangdong Provincial People’s government; After the completion of this transaction, the controlling shareholder of the company will remain construction engineering holding, and the actual controller will remain the state owned assets supervision and Administration Commission of Guangdong Provincial People’s government. Within 36 months before this transaction, the actual controller of the listed company has not changed. Therefore, 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.
It is hereby explained.
Guangdong No.2 Hydropower Engineering Company Ltd(002060) board of directors March 18, 2022
