Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) Announcement No.: pro 2022029
Guangdong No.2 Hydropower Engineering Company Ltd(002060) board of directors
Explanation on the compliance of this transaction with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring 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.
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. to purchase 100% equity of Guangdong Construction Engineering Group Co., Ltd. (hereinafter referred to as “Construction Engineering Group”) 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、 This transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies. The specific circumstances are as follows:
(I) this transaction complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies
1. This transaction complies with the national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust;
2. This transaction will not cause the company to fail to meet the conditions for stock listing;
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) Announcement No.: pro 2022029
3. The listed company employs an accounting firm and an asset evaluation institution to audit and evaluate the underlying assets, so as to ensure that the pricing of this transaction is fair and there is no damage to the legitimate rights and interests of the company and shareholders;
4. The ownership of assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal;
5. This transaction is conducive to the enhancement of the company’s sustainable operation ability, and there is no situation that may lead to the company’s main assets being cash or no specific business after reorganization;
6. This transaction is conducive to the company’s independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of China Securities Regulatory Commission on the independence of listed companies;
7. This transaction is conducive to the company to maintain a sound and effective corporate governance structure. (II) this transaction complies with Article 43 of the measures for the administration of major asset restructuring of listed companies
1. This transaction is conducive to improving the quality of the company’s assets, improving the financial situation and enhancing the sustainable profitability; It is conducive to improving the independence of listed companies, avoiding horizontal competition and standardizing related party transactions. Before this transaction, the company’s related party transactions followed the principles of open, fair and just market. The company has established and improved the internal control system, decision-making authority and review procedures of related party transactions in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the relevant provisions of the CSRC and Shenzhen Stock Exchange, And strictly implement the avoidance voting system of affiliated directors and affiliated shareholders during the deliberation of affiliated transactions. After the completion of this transaction, for the inevitable connected transactions between the listed company and related parties, the company will continue to strictly comply with the provisions of relevant laws and regulations and the relevant provisions of the company,
Securities code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) Announcement No.: pro 2022029
Strengthen the internal control of related party transactions, improve corporate governance, and safeguard the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders;
2. The company’s financial and accounting report of the last year has been issued an unqualified audit report by a certified public accountant;
3. The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations;
4. The underlying asset to be purchased by the company in this transaction is 100% equity of China Construction Engineering Group. China Construction Engineering Group is a limited liability company established and validly existing according to law, and there is no situation requiring termination as stipulated in laws, administrative regulations or the articles of association of China Construction Engineering Group; The counterparty legally owns the complete rights of the equity of the Construction Engineering Group held by it; The equity of the Construction Engineering Group is not subject to pledge and other rights restrictions, nor is there any situation that may restrict or prohibit the counterparty from transferring the equity of the construction engineering group to the company, such as being sealed up or frozen by the judicial organ; When relevant legal procedures and preconditions are properly fulfilled, there will be no legal obstacles to the equity transfer of China Construction Engineering Group;
5. There is no violation of other conditions stipulated by the China Securities Regulatory Commission in this transaction.
In summary, the board of directors of the company believes that this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration 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
