Fuda Alloy Material Co.Ltd(603045) board of directors
Explanation that there is no paid employment of other third-party institutions or individuals in this transaction
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 Mingtai Al.Industrial Co.Ltd(601677) , Xinjiang Shenhuo Coal Power Co., Ltd., Xinjiang Jingqian equity investment limited partnership 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 Herong venture capital partnership (limited partnership) and Zhejiang kunheng Trading Co., Ltd. purchased the remaining equity of Sanmenxia aluminum industry after replacement by issuing shares to purchase assets, Meanwhile, supporting funds are raised (hereinafter referred to as “this transaction”).
According to the opinions on strengthening the risk prevention and control of securities companies engaging third parties and other honest practitioners in investment banking business (No. [2018] 22) of the CSRC, the intermediaries employed by the company in this transaction are as follows:
1. Hire Huatai United Securities Co., Ltd. as the independent financial adviser of this transaction;
2. Beijing Zhonglun law firm is employed as the legal adviser of this transaction;
3. Hire Tianjian Certified Public Accountants (special general partnership) as the audit institution for the assets to be placed in this transaction and the financial information of the listed company for reference;
4. Hire zhongtianyun Certified Public Accountants (special general partnership) as the asset audit institution to be established for this transaction;
5. Beijing zhongqihua Asset Appraisal Co., Ltd. is employed as the asset appraisal institution to be placed in this transaction; 6. Zhongshui Zhiyuan Appraisal Co., Ltd. is employed as the asset appraisal institution to be established in this transaction.
The above intermediaries are the securities service institutions that need to be employed according to law in this transaction. The above-mentioned intermediaries have issued professional opinions or reports on this transaction in accordance with the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, the measures for the administration of financial advisory business of mergers and acquisitions of listed companies and other relevant laws and regulations, and this engagement is legal and compliant, Comply with the relevant provisions of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business.
In addition to the above hiring behavior, the company does not directly or indirectly hire other third-party institutions or individuals for compensation in this transaction.
It is hereby explained.
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(there is no text on this page, which is the seal page of the instructions of Fuda Alloy Material Co.Ltd(603045) board of directors on no paid employment of other third-party institutions or individuals in this transaction)
Fuda Alloy Material Co.Ltd(603045) board of directors March 31, 2022
