Enn Natural Gas Co.Ltd(600803) board of directors
Explanation on the compliance of this transaction with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies
Enn Natural Gas Co.Ltd(600803) (hereinafter referred to as the “company” and “listed company”) intends to issue shares to ENN Technology Development Co., Ltd., ENN Group Co., Ltd. and ENN holding Investment Co., Ltd. and pay cash to purchase 90% equity of ENN (Zhoushan) LNG Co., Ltd. (hereinafter referred to as “this transaction”).
1、 This transaction complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies
1. This transaction complies with the national industrial policies, laws and administrative regulations on environmental protection, land management and anti-monopoly;
2. This transaction will not cause the listed company to fail to meet the conditions for stock listing;
3. In this transaction, the final transaction price of the underlying assets is based on the evaluation results issued by the evaluation institution in line with the provisions of the securities law and determined by the parties to the transaction through negotiation. The pricing method of the underlying assets involved in this exchange is reasonable, the transaction price is fair, and there is no situation that damages the legitimate rights and interests of the company and shareholders;
4. The ownership of assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal;
5. This transaction is conducive to enhancing the company’s sustainable operation ability, and there is no situation that may lead to the company’s main assets being cash or no specific business after reorganization;
6. This transaction is conducive to the company’s continued independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies; 7. This transaction is conducive to the company to maintain a sound and effective corporate governance structure.
2、 This transaction complies with Article 43 of the measures for the administration of major asset restructuring of listed companies
1. After the completion of this transaction, the listed company will be improved in terms of business scale and profitability, which will help the company improve asset quality, improve financial status and enhance sustainable profitability; At the same time, this transaction is conducive to the listed company to standardize and reduce unnecessary related party transactions, avoid horizontal competition and enhance independence;
2. According to the audit report (Zhong Xi Cai Shen No. 2022s00142) issued by Zhong Xi Certified Public Accountants (special general partnership) (hereinafter referred to as “Zhong Xi certified public accountants”), Zhong Xi certified public accountants audited the financial report of the listed company in the latest year and issued an unqualified audit report;
3. The listed company and its current directors and senior managers are not under investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations;
4. The underlying assets to be purchased in this transaction are operating assets with clear ownership. The counterparty has legal ownership of the underlying assets, and there is no material obstacle to completing the ownership transfer procedures within the agreed time limit; 5. This transaction meets other conditions stipulated by the CSRC.
In conclusion, the board of directors of the company believes that this transaction meets the conditions specified in Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies.
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(there is no text on this page, which is the signature page of the instructions of Enn Natural Gas Co.Ltd(600803) board of directors on the compliance of this transaction with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies)
Enn Natural Gas Co.Ltd(600803) board of directors
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