Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) Announcement No.: pro 2022023
Guangdong No.2 Hydropower Engineering Company Ltd(002060) board of directors
On the completeness of legal procedures for the performance of this transaction
Description of compliance and effectiveness of legal documents submitted
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.
Guangdong No.2 Hydropower Engineering Company Ltd(002060) (hereinafter referred to as “the company”) plans to issue shares to Guangdong Construction Engineering Group Holding Co., Ltd. to purchase 100% equity of Guangdong Construction Engineering Group Co., Ltd. held by it, and plans to raise matching funds from non-public issuance of shares to no more than 35 qualified specific objects (hereinafter referred to as “this reorganization” or “this transaction”).
The completeness and compliance of the legal procedures performed by the board of directors on this transaction and the effectiveness of the legal documents submitted are described as follows:
1、 Notes on the completeness and compliance of legal procedures for the performance of this transaction 1 During the preliminary negotiation with the counterparty, the company immediately took necessary and sufficient confidentiality measures, formulated a strict and effective confidentiality system, limited the scope of relevant sensitive information, signed a confidentiality agreement with the relevant parties, fully demonstrated the transaction scheme, and communicated in detail with the counterparty to form a preliminary scheme.
2. On March 8, 2022, the company issued the suspension notice on planning major asset restructuring (Announcement No.: pro 2022012) to disclose the information about the planning of this transaction. The trading of shares of listed companies will be suspended from March 8, 2022,
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) Announcement No.: pro 2022023
The suspension time is expected to be no more than 10 trading days. During the suspension period, the listed company shall issue an announcement on the progress of major asset restructuring every five trading days. On March 15, 2022, the company issued the announcement on the suspension progress of planning major asset restructuring (Announcement No.: pro 2022018).
3. 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 disclosure of this trading information did not exceed 20%. After the suspension of the company’s shares, the company and the counterparty have taken strict confidentiality measures to limit the scope of knowledge of relevant sensitive information and ensure that the information is within the controllable range.
4. After the suspension of the company’s shares, the company hired an independent financial consultant and signed a confidentiality agreement with him.
5. The company registered the insiders involved in this transaction, conducted self-examination on their trading of the company’s shares, and reported the list of insiders and self-examination to Shenzhen Stock Exchange.
6. On March 18, 2022, the company held the 23rd Meeting of the seventh board of directors, deliberated and approved the proposals related to the current stage of the transaction, and the related directors avoided voting on the proposals related to the related transaction. The independent directors of the company approved the transaction in advance and expressed their independent opinions with explicit consent. 7. On March 18, 2022, the company signed a conditional framework agreement on issuing shares to purchase assets with the counterparty and the target company.
8. According to the requirements of relevant laws, regulations and normative documents, the company has prepared the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing shares to purchase assets and raising supporting funds and related party transactions and its abstract.
9. Independent financial consultant employed by the company Citic Securities Company Limited(600030) yes
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) Announcement No.: pro 2022023
The transaction was verified and verification opinions were issued.
10. According to the requirements of current laws and regulations, the following decision-making and approval procedures need to be performed for this transaction: (1) the appraisal report of the underlying assets involved in this transaction has been filed by Guangdong SASAC; (2) The formal scheme of this transaction has been reviewed and approved by the board of directors of the company; (3) The formal scheme of this transaction was approved by Guangdong SASAC; (4) The formal scheme of this transaction has been deliberated and approved by the general meeting of shareholders of the company; (5) Pass the business concentration examination of the Anti Monopoly Bureau of the State Administration of market supervision (if necessary); (6) This transaction has been approved by the CSRC; (7) All parties shall perform other necessary approval / filing procedures (if applicable) in accordance with relevant laws and regulations. In conclusion, the board of directors of the company believes that the company has complied with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of information disclosure of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other laws, regulations, normative documents and the articles of association, The necessary legal procedures at this stage have been performed for the issue of shares, the purchase of assets and related party transactions, which are complete, legal and effective.
2、 Notes on the validity of legal documents submitted
In accordance with the provisions of the measures for the administration of major asset restructuring of listed companies and the standards for the contents and forms of information disclosure by companies that publicly issue securities No. 26 – major asset restructuring of listed companies, 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 company and all directors promise to ensure that the contents of the plan and its summary are true, accurate and complete, and bear individual and joint liabilities for false records, misleading statements or major omissions in the plan and its summary.
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) Announcement No.: pro 2022023
The audit and evaluation related to the reorganization have not been completed, and the audited financial data and approved asset evaluation results of relevant assets will be disclosed in the reorganization report. The company and all members of the board of directors guarantee the authenticity and rationality of the relevant data quoted in this plan and its summary.
In conclusion, the board of directors of the company believes that the legal procedures for the performance of this transaction are complete, in line with the provisions of relevant laws and regulations, departmental rules and normative documents and the articles of association, and the legal documents submitted this time are legal and valid.
It is hereby explained.
Guangdong No.2 Hydropower Engineering Company Ltd(002060) board of directors March 18, 2022
