Securities code: Xinjiang Tianshan Cement Co.Ltd(000877) securities abbreviation: Xinjiang Tianshan Cement Co.Ltd(000877) Announcement No.: 2022021 Xinjiang Tianshan Cement Co.Ltd(000877)
Announcement on the implementation of commitments of relevant parties to major asset restructuring
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.
The approval on the issuance of supporting funds by the China Securities Regulatory Commission (hereinafter referred to as "the approval on the issuance of supporting funds") was received from the China Securities Regulatory Commission on October 21, 2029 (hereinafter referred to as "the approval on the issuance of supporting funds") Announcement on the approval of China Securities Regulatory Commission on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Announcement No.: 2021073).
As of the disclosure date of this announcement, the company has completed the work related to the delivery of the underlying assets and the issuance and listing of new shares involved in the issuance of shares, the payment of cash to purchase assets and the raising of supporting funds and related party transactions. See the announcement of Xinjiang Tianshan Cement Co.Ltd(000877) on issuing shares and paying cash to purchase assets and raising matching funds and commitments of related parties to related party transactions disclosed by the company on October 29, 2021 (Announcement No.: 2021081), See the announcement of Xinjiang Tianshan Cement Co.Ltd(000877) on commitments of relevant parties of non-public development banks to raise supporting funds (Announcement No.: 2022011) disclosed by the company on February 24, 2022 for important commitments made by relevant parties of non-public offering of shares to raise supporting funds.
In accordance with the provisions of self regulatory guidelines for listed companies No. 8 - major asset restructuring, the performance of relevant commitments issued by relevant parties to this transaction is hereby announced as follows: (unless otherwise specified, the abbreviation involved in this announcement has the same meaning as that in the report on Xinjiang Tianshan Cement Co.Ltd(000877) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions):
1、 Important commitments made by the company, controlling shareholders and actual controllers
Commitment type of promisor commitment content start date end date performance
Xinjiang Tianshan Cement Co.Ltd(000877) about the mentioned 1. I / the enterprise provided the following information in the course of this transaction
And all the information provided by the directors are true, accurate and complete, and it is guaranteed that there is no difference between August 2020 and September 2021
The directors, supervisors and other persons who have made true, accurate, false records, misleading statements or major omissions, and who are responsible for the authenticity, accuracy and completeness of the information provided by the senior management who fulfilled the commitment of integrity on July 7 and 30, China promise letter is individually and jointly liable. If due to the information provided
Commitment type of promisor commitment content start date end date performance
Building materials group, in false records, misleading statements or major omissions
In case of losses caused by China municipal building materials company or investors, they will bear the losses according to law
Liability.
2. I / the enterprise will report to the listed company and relevant Chinese companies in a timely manner
The documents and materials required by the intermediary institution to submit this transaction are the same as
We promise that the paper and electronic materials provided are true
Complete and reliable, and the relevant copy materials or copies are the same as the original
All signatures and seals on the documents are true and authentic
Valid, and the copy is consistent with the original.
3. If this transaction is suspected of being provided or
The disclosed information contains false records, misleading statements or
Major omissions, being filed for investigation by judicial organs or being investigated by China
If the CSRC files a case for investigation, it shall make clear the conclusion of the case investigation
Before, I / our company will suspend the transfer of ownership in the listed company
Shares of equity, and within two months after receiving the notice of filing and inspection
Written application for suspension of transfer and stock account within trading day
Submitted to the board of directors of the listed company, which shall be represented by the board of directors of the listed company
To apply to the stock exchange and the registration and Clearing Company for locking;
If the lock-in application is not submitted within two trading days, the authorization
After verification, the board of directors of the municipal company shall directly report to the stock exchange and register
Record the identity information and information submitted by the clearing company
Account information and apply for locking; The board of directors of the listed company did not report to the
The stock exchange and the registration and settlement company shall submit the report to themselves / the enterprise
The identity information and account information of the enterprise shall be used to authorize securities trading
The exchange and the registration and Clearing Company directly lock in the relevant shares. Ru Diao
It is found that there are violations of laws and regulations in the investigation conclusion, and I / the enterprise
An promises to lock up shares and voluntarily use them for compensation to relevant investors
Row.
1. There is no false record or misleading information in the application documents of this transaction
Material statements or material omissions.
2. There is no controlled shareholder or actual shareholder in the equity of the listed company
The situation where the controller has serious damage and has not been eliminated.
3. The listed company and its subsidiaries have no illegal external withdrawal
Provided for guarantee and not yet released.
4. The financial statements of the listed company for the last year and the first period do not exist
Qualified opinion, negative opinion or none issued by certified public accountant
Xinjiang Tianshan Cement Co.Ltd(000877) about the audit report without illegal expression of opinions.
5. Current directors and senior managers of Listed Companies in the last three years August 2020 September 2021
The statement made by the director, supervisor and Wei has not been punished by the administrative department of the CSRC within 16 months, or has been punished by securities trading within the last 12 months after completing the senior management and commitment letter on July 30, 2014
The situation publicly condemned by the personnel.
6. Listed company, the current directors and senior managers of the listed company
Personnel or their units (including their legal representatives)
Its, directors, supervisors, senior managers and any
His position) does not exist due to suspected crime by judicial organs (including
Public security organs, people's procuratorates and people's courts also include
But not limited to discipline inspection organs and supervision commissions) filing cases for investigation or
Suspected of violation of laws and regulations has not been filed for investigation by the CSRC
Clarify the situation of concluding comments, including but not limited to receiving or
Commitment type of promisor commitment content start date end date performance
It is foreseeable that we will receive the judicial organ's decision / communication on case filing and investigation
I. Case Filing and investigation communication of China Securities Regulatory Commission and its dispatched offices
Notice, prior notice of administrative punishment, etc.
7. Listed companies do not seriously damage the legitimate rights and interests of investors
And other situations of social and public interests.
8. Controlling shareholders, actual controllers, directors
Supervisors and senior managers did not disclose this transaction
Appropriate relevant inside information and use the inside information for internal
The circumstances of the closing transaction.
1. I promise not to give orders to others free of charge or on unfair terms
The interests of individuals or individuals shall not be lost by other means
Harm the interests of listed companies.
2. I promise to make an appointment with my job consumption behavior
Bundle.
3. I promise not to use the assets of the listed company to engage in
Investment and consumption activities unrelated to the performance of duties.
4. I promise to pay the salary set by the board of directors or the Remuneration Committee
On the implementation of this compensation system and the measures of listed companies to fill in returns
Xinjiang Tianshan Cement Co.Ltd(000877) restructuring and dilution.
All directors, immediate return 5. I promise that the performance of the equity incentive of listed companies to be announced will be completed by March 2021 and September 2021. The implementation of the conditions for senior management to take the right of filling and the measures for filling return of listed companies will be completed on January 1 and June 30
The commitment of personnel measures.
Letter of commitment 6. From the date of issuance of this commitment to the implementation of this restructuring of the listed company
Before completion, if the CSRC makes measures on filling the return
Implement other new regulatory provisions and commitments, and the above commitments
If the promise fails to meet such requirements of the CSRC, I undertake
Nuo will issue a supplementary Certificate in accordance with the latest provisions of the CSRC
Full commitment.
7. If I violate the above commitments and give the listed company or investment
If the investor causes losses, I am willing to bear the responsibility for the listing in accordance with the law
Compensation liability of the company or investors.
Xinjiang Tianshan Cement Co.Ltd(000877) with regard to the non existence and all directors in the "on strengthening personnel, supervisors and strengthening the listing of the company, directors, supervisors and senior managers of the company and the enterprises controlled by the above subjects", there is no "on strengthening personnel, China's asset restructuring and abnormal trading of stocks related to major asset restructuring of listed companies"
The situation stipulated in Article 13 of the Interim Provisions on the supervision of relevant stocks of building materials group, that is, August 2020 September 2021
And their directors and abnormal transactions are not subject to temporary investigation or investigation due to insider trading related to major asset restructuring, or the management personnel of the CSRC who are not allowed to participate in the major asset restructuring of any listed company due to the completion of the performance of supervisors and senior supervision on July 30, or the administrative punishment in accordance with Article 13 of the provisions or the criminal responsibility investigated by the judicial organ in accordance with the provisions of Article 13 of the China building materials Certain circumstances. Description of supervisors and senior managers
About this time 1. Do not interfere with the operation and management activities of listed companies beyond their authority, and do not invade
China building materials, restructuring and dilution account for the interests of listed companies. March 2021 September 2021
Immediate return of China Building Materials 2. From the date of issuance of this commitment to the completion of the listed company's performance of this transaction on January 1 and June 30, if the CSRC takes measures to fill in the return
Other new regulatory provisions on the implementation of the measures and their commitments, and the above commitments
Commitment type of promisor
