Fuda Alloy Material Co.Ltd(603045) board of directors
On the completeness and legality of the legal procedures for the performance of this reorganization
And the validity of legal documents submitted
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 measures for the administration of major asset restructuring of listed companies and relevant provisions, this transaction involves the issuance of shares to purchase assets and constitutes a reorganization listing, which shall be submitted to the CSRC for examination and approval.
This transaction constitutes a major asset restructuring and a related party transaction. In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the articles of association, The board of directors of the company carefully reviewed the completeness and compliance of the legal procedures for the transaction and the effectiveness of the legal documents submitted, and explained as follows:
1、 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
(I) approval and authorization procedures and information disclosure obligations performed by the company for this transaction
1. Due to the uncertainty of relevant matters, in order to safeguard the interests of investors and avoid significant impact on the company's share price, according to the relevant provisions of Shanghai Stock Exchange, the trading of the company's shares was suspended from the opening of the market on September 27, 2021, and the announcement on suspension of major asset restructuring (Announcement No. [2021036]) was disclosed on September 28, 2021.
2. According to 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 company's share price in the 20 trading days before the announcement was - 0.52%, no more than 20%; After excluding the impact of market factors, the company's share price rose by - 7.34% in the 20 trading days before the announcement, not more than 20%.
3. During the planning of this reorganization, the company has taken necessary and sufficient confidentiality measures with Sanmenxia aluminum, relevant counterparties, independent financial advisers to be employed, legal advisers, audit institutions, asset evaluation institutions and other intermediaries in line with the provisions of the securities law to limit the scope of knowledge of relevant sensitive information. The company has also signed a confidentiality agreement with relevant parties and intermediaries.
4. The company registered the insiders involved in the reorganization, conducted self-examination on their trading of the company's shares, and reported the list of insiders and self-examination to Shanghai Stock Exchange.
5. During the suspension, the company fully demonstrated the restructuring plan with relevant parties and intermediaries to be employed, communicated with relevant counterparties of the restructuring, and prepared relevant documents of the restructuring in accordance with the requirements of relevant laws, regulations and normative documents of major asset restructuring.
6. On October 15, 2021, the company held a meeting to consider and pass relevant proposals, and the related directors avoided voting on relevant proposals. On the basis of carefully reviewing the relevant documents of the reorganization, the independent directors expressed independent opinions on the reorganization.
7. On October 26, 2021, the company received the inquiry letter on the information disclosure of Fuda Alloy Material Co.Ltd(603045) restructuring plan (shgh [2021] No. 2821, hereinafter referred to as the "inquiry letter") from Shanghai Stock Exchange, requiring the company to reply to the questions related to the inquiry letter within 5 trading days. On November 19, 2021, the company and relevant parties replied to the questions listed in the inquiry letter and supplemented and revised the information disclosure documents related to this transaction. For details, see the announcement on reply to the inquiry letter on information disclosure of Fuda Alloy Material Co.Ltd(603045) restructuring plan of Shanghai Stock Exchange (Announcement No.: 2021057) and other documents disclosed by the company.
8. On December 13, 2021, the company passed the online platform of Shanghai Securities roadshow center（ http://roadshow.sseinfo.com. ）, the media briefing on major asset restructuring was held through online interaction. For details, please refer to the announcement of Fuda Alloy Material Co.Ltd(603045) on the holding of media briefing on major asset restructuring (Announcement No.: 2021061) disclosed by the company on December 14, 2021.
9. On March 31, 2022, the company held the 36th meeting of the sixth board of directors, deliberated and approved the proposal on Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transaction report (Draft) and its summary, and the related directors avoided voting on the relevant proposal. On the basis of carefully reviewing the relevant documents of this transaction, the independent directors expressed independent opinions on this transaction.
10. The counterparty has performed its internal decision-making and approval procedures for this transaction scheme.
11. The listed company signed the agreement on asset purchase by issuing shares and its supplementary agreement with the counterparty with effective conditions, the agreement on asset replacement and asset purchase by issuing shares and its supplementary agreement with Jinjiang Group, Wang Dawu and Wang Zhongnan, and the profit forecast compensation agreement with Jinjiang Group, Zhengcai holding, HENGJIA holding, Hangzhou Manchester United and Yande industry Gou Zhenggang, Wang Dawu and Wang Zhongnan signed the framework agreement on major asset restructuring.
(II) approval procedures to be performed for this transaction
The approval or approval required for this transaction includes but is not limited to:
1. The listed company held a general meeting of shareholders to consider and approve the proposals related to this transaction and the proposal that Jinjiang Group and its persons acting in concert are exempted from issuing tender offer;
2. The Anti Monopoly Bureau of the State Administration of market supervision and administration has examined and approved the concentration of business operators in this acquisition;
3. The CSRC's approval of this transaction;
4. Financial investors still need to perform the assessment filing that meets the requirements of state-owned assets supervision and Administration (if necessary); 5. Other approvals, permits or records required by laws and regulations.
In conclusion, the company has complied with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation 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 and other relevant laws, regulations, normative documents and the articles of association, The necessary legal procedures at this stage have been performed for matters related to this transaction, which are complete and compliant.
2、 Notes on the validity of legal documents submitted
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the standard for the contents and forms of information disclosure of companies offering securities to the public No. 26 - major asset restructuring of listed companies and other relevant laws, regulations, normative documents and the articles of association, The board of directors and all directors of the company make the following statements and guarantees:
The legal documents submitted by the company for this transaction do not contain any false records, misleading statements or major omissions. The board of directors and all directors of the company shall bear individual and joint legal liabilities for the authenticity, accuracy and completeness of such documents.
To sum up, the board of directors of the company believes that the legal procedures performed by the company for this transaction are complete, comply with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the legal documents submitted to the CSRC and Shanghai stock exchange for this transaction are legal and effective.
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 the completeness and compliance of legal procedures and the effectiveness of legal documents submitted in this reorganization)
Fuda Alloy Material Co.Ltd(603045) board of directors MM DD YY
