Fuda Alloy Material Co.Ltd(603045) board of directors
There is no article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal trading of stocks related to major asset restructuring of listed companies
Explanation on the situation of not participating in the material asset reorganization of the listed company
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” and “this reorganization”).
According to Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to major asset restructuring of listed companies issued by the China Securities Regulatory Commission, the board of directors of the listed company explains as follows whether the relevant subjects of this restructuring are not allowed to participate in any major asset restructuring of listed companies: the relevant subjects of this restructuring include the listed company and its directors, supervisors and senior managers; The controlling shareholders, actual controllers and institutions under their control of the listed company; The counterparty and its directors, supervisors and senior managers; Controlling shareholders, actual controllers and institutions under their control of the counterparty; Securities companies, securities service institutions and their handling personnel providing services for this reorganization. As of the issuance date of this note, the relevant subjects involved in this reorganization have not been placed on file for investigation or investigation due to suspected insider trading related to this transaction, and there have been no cases of administrative punishment by China Securities Regulatory Commission or criminal responsibility investigated by judicial organs according to law due to suspected insider trading related to major asset reorganization in the last 36 months.
Therefore, the relevant entities of this reorganization are not allowed to participate in any major asset reorganization of Listed Companies in accordance with Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to major asset reorganization of listed companies.
It is hereby explained.
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(there is no text on this page, which is the seal page of the Fuda Alloy Material Co.Ltd(603045) board of directors on the fact that the relevant subjects of this reorganization do not have the situation of not participating in the material assets reorganization of listed companies under Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to the material assets reorganization of listed companies)
Fuda Alloy Material Co.Ltd(603045) board of directors March 31, 2022
