Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) Announcement No.: pro 2022025
Guangdong No.2 Hydropower Engineering Company Ltd(002060) board of directors
About the compliance of this transaction with the regulation of listed companies
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 “listed company” or “company”) intends 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. (hereinafter referred to as “Construction Engineering Group” or “target company”) (hereinafter referred to as “target assets”), At the same time, it is proposed to raise matching funds by non-public offering of shares to no more than 35 qualified specific objects (hereinafter referred to as “this transaction”).
According to the requirements of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, after careful judgment, the board of directors of the company believes that 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, as follows:
1. The underlying asset of this transaction is 100% equity of China Construction Engineering Group, which does not involve the approval of project initiation, environmental protection, industry access, land use, planning, construction and other related matters. The progress of this transaction that has been submitted to the relevant competent authorities for approval and the procedures to be submitted for approval / approval have been disclosed in detail in the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing shares to purchase assets and related party transactions, and the possible risks have been disclosed
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) Announcement No.: pro 2022025
The risk that the law has been approved makes a significant risk prompt.
2. The counterparty construction engineering holding of this transaction has legally owned the complete rights of the underlying assets, and there is no restriction or prohibition on transfer; The Construction Engineering Group does not have any false capital contribution or affect its legal existence. After the completion of this transaction, the company will hold 100% equity of China Construction Engineering Group.
3. This transaction is conducive to expanding the company’s business scope, enhancing the company’s anti risk ability, improving the company’s comprehensive competitiveness, and enhancing its independence from the controlling shareholders, actual controllers and related parties in terms of business, assets, finance, personnel and institutions.
4. This transaction is conducive to the company’s further improvement of asset quality, financial condition and sustainable profitability. In addition, the controlling shareholder of the company and construction engineering holdings, the counterparty of this transaction, have issued a letter of commitment on this transaction to maintain the independence of the listed company, reduce and standardize related party transactions and avoid horizontal competition. This transaction is conducive to improving the independence of the company, avoiding horizontal competition and standardizing related party transactions.
In conclusion, the board of directors of the company believes that this transaction meets the conditions specified in Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
It is hereby explained.
Guangdong No.2 Hydropower Engineering Company Ltd(002060) board of directors March 18, 2022
