Fuda Alloy Material Co.Ltd(603045) board of directors
The fluctuation of the company's stock price has not reached
Notice on regulating the information disclosure of listed companies and the behavior of relevant parties
Article 5 description of relevant standards
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Fuda Alloy Material Co.Ltd(603045) (hereinafter referred to as "listed company" or "company") takes all assets and liabilities as disposed assets (hereinafter referred to as "proposed disposed assets") as of the benchmark date of appraisal, Replace the equivalent part of all shares of Cayman aluminum (Sanmenxia) Co., Ltd. (hereinafter referred to as "Sanmenxia aluminum" and "target company") held by Hangzhou Jinjiang Group Co., Ltd. (hereinafter referred to as "Jinjiang Group") as of the benchmark date, and transfer them to Hangzhou Jinjiang Group Co., Ltd., Hangzhou Zhengcai Holding Group Co., Ltd., Zhejiang HENGJIA Holding Co., Ltd Manchester United (Hangzhou) enterprise management partnership (limited partnership), Hangzhou Yande Industrial Co., Ltd., Shaanxi nonferrous Yulin New Material Group Co., Ltd., Gansu Dongxing Aluminum Co., Ltd., Hunan caixinjingzhi equity investment partnership (limited partnership), Xiamen Xiangyuan supply chain Co., Ltd., Henan Henan Mingtai Al.Industrial Co.Ltd(601677) Co., Ltd., Xinjiang Shenhuo Coal Power Co., Ltd Xinjiang JingQian Equity Investment Co., Ltd., Qianhai equity investment fund (limited partnership), Hangzhou Jingbing enterprise management partnership (limited partnership), Luoyang Qianhai science and Innovation Development Fund (limited partnership), Zhongyuan Qianhai equity investment fund (limited partnership), Fuzhou Gulou District Strait financial venture capital partnership (limited partnership), and Zhejiang kunheng Trading Co., Ltd. purchased assets by issuing shares, Purchase the remaining equity of Sanmenxia aluminum after replacement and raise supporting funds (hereinafter referred to as "this transaction" and "this reorganization").
Due to the planning of major asset restructuring, the listed company has applied to the Shanghai Stock Exchange, and the trading of the shares of the listed company has been suspended since the opening of the market on September 27, 2021.
In accordance with the requirements of laws and regulations such as the notice on regulating the information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128) issued by the China Securities Regulatory Commission, the listed company conducted a self-examination on the fluctuation of its stock price before the continuous suspension of trading. The trading of the shares of listed companies has been suspended since the opening of the market on September 27, 2021. The cumulative increases and decreases in the 20 trading days before the suspension and the cumulative increases and decreases in the Shanghai Composite Index ( Ping An Bank Co.Ltd(000001) . SH) and the electrical machinery and equipment manufacturing industry index (883135. WI) of the CSRC in the same time interval are as follows:
21 trading days before the project announcement and 1 trading day before the announcement (August 25, 2021) (September 24, 2021)
Closing price of shares (SH - 14.045 )
Shanghai Composite Index ( Ping An Bank Co.Ltd(000001) . SH) 354038361307 2.05%
CSRC electrical machinery and equipment
Manufacturing industry index 10846651032924 - 4.77% (883135. WI)
Excluding the impact of market factors, the rise and fall range was - 7.34%
Excluding the impact of the same industry sector, the rise and fall range was -0.52%
In accordance with the relevant provisions of Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128), after excluding the influence of factors in the same industry, the cumulative increase of the share price of Listed Companies in the 20 trading days before the announcement was - 0.52%, no more than 20%; After excluding the influence of market factors, the stock price of listed companies increased by - 7.34% in the 20 trading days before the announcement, not more than 20%; It fails to meet the standard of Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128).
For this transaction, in order to avoid the disclosure of relevant information of this transaction by participants, since the beginning of contacting the transaction with the counterparty, the listed company has taken strict and effective confidentiality measures and systems to strictly limit the scope of relevant information, including strictly controlling the scope of insiders in the planning stage, signing confidentiality agreements with relevant participants in time Timely sign and submit the memorandum on the process of major asset restructuring transactions, etc.
In addition, the relevant subjects of this transaction conducted a self-examination on their respective trading of the company's shares within six months before the suspension of the listed company's shares. After verification, insiders of the insider information of this transaction and their immediate family members do not use this transaction information for insider trading.
It is hereby explained.
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Fuda Alloy Material Co.Ltd(603045) board of directors March 31, 2022
