Enn Natural Gas Co.Ltd(600803) board of directors
Notes on the completeness and compliance of the legal procedures performed in this reorganization and the effectiveness of the legal documents submitted
Enn Natural Gas Co.Ltd(600803) (hereinafter referred to as “the company”) intends to issue shares and pay cash to ENN Technology Development Co., Ltd., ENN Group Co., Ltd. and ENN holding Investment Co., Ltd. to purchase 90% equity of ENN (Zhoushan) LNG Co., Ltd. (hereinafter referred to as “the reorganization”).
1、 Notes on the performance of legal procedures in this reorganization
1. The company has fully demonstrated the restructuring plan and taken necessary and sufficient confidentiality measures with the intermediaries of the restructuring to limit the scope of relevant sensitive information.
2. In accordance with the provisions of the measures for the administration of major asset restructuring of listed companies, the company has hired independent financial consultants, law firms, accounting firms, asset appraisal companies and other intermediaries, and signed a confidentiality agreement with the above intermediaries.
3. In accordance with the requirements of relevant laws, regulations and normative documents, the company has prepared the plan for share issuance and cash payment for asset purchase and related party transactions of ENN Natural Gas Co., Ltd. and its abstract, and the report on share issuance and cash payment for asset purchase and related party transactions of ENN natural gas Co., Ltd. (Draft) and its abstract.
4. The company registered the insiders involved in the reorganization and conducted a self-examination on their trading of the company’s shares. After obtaining the query results of China Securities Depository and Clearing Co., Ltd. Shanghai Branch, the company will submit the query result documents to the Shanghai Stock Exchange and disclose the information.
5. The cumulative rise and fall of the company in the 20 trading days before the information disclosure of the restructuring plan did not exceed 20% after excluding the influence of market factors and industry sector factors.
6. On October 26, 2021, the company held the 35th meeting of the ninth board of directors to consider the proposal on the plan for Enn Natural Gas Co.Ltd(600803) issuing shares and paying cash to purchase assets and related party transactions and its summary and other relevant proposals. The independent directors expressed independent opinions on the reorganization. 7. On November 4, 2021, the company received the inquiry letter on information disclosure of Enn Natural Gas Co.Ltd(600803) restructuring plan issued by Shanghai Stock Exchange (shgh [2021] No. 2850, hereinafter referred to as the “inquiry letter”). On November 12, 2021, because some problems still need to be further verified and implemented, the company extended the reply to the inquiry letter after applying to Shanghai Stock Exchange. On November 19, 2021, the company and relevant intermediaries completed the reply to the inquiry letter and disclosed the reply on the website of Shanghai Stock Exchange.
8. On November 26, 2021, December 25, 2021, January 22, 2022, February 19, 2022 and March 19, 2022, the company issued the announcement on the progress of Enn Natural Gas Co.Ltd(600803) major asset restructuring respectively, explaining the progress of this transaction and giving risk tips.
9. On April 18, 2022, the company held the 44th meeting of the ninth board of directors and considered the proposal on Enn Natural Gas Co.Ltd(600803) issuing shares and paying cash to purchase assets and related party transactions (Draft) and its summary and other relevant proposals. The independent directors expressed independent opinions on this major asset restructuring.
In conclusion, the company has performed the necessary legal procedures for matters related to this reorganization 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 measures for the administration of information disclosure of listed companies and other relevant laws, regulations, normative documents and the articles of association. These legal procedures are complete, legal and effective.
2、 Notes on the validity of legal documents submitted
According to the measures for the administration of major asset restructuring of listed companies and the standards for the contents and forms of information disclosure by companies that offer securities to the public No. 26 – major asset restructuring of listed companies, the board of directors and all directors of the company make the following statements and guarantees on the relevant legal documents to be submitted for this restructuring: the relevant information and materials provided by the company for this restructuring are true, accurate and complete, and there are no false records For 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 the above-mentioned documents.
In conclusion, the legal procedures for the performance of this reorganization are complete and comply with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association. The legal documents submitted by the company to Shanghai stock exchange for this reorganization are legal and valid, and there are no false records, misleading statements or major omissions.
It is hereby explained.
(there is no text on this page, which is the seal page of the instructions of Enn Natural Gas Co.Ltd(600803) board of directors on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted in this reorganization)
Enn Natural Gas Co.Ltd(600803) board of directors
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