Henan Lantian Gas Co.Ltd(605368) board of directors on this transaction
Explanation on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as " Henan Lantian Gas Co.Ltd(605368) " or "the company") intends to purchase 52% of the equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as "this transaction" or "this reorganization") jointly held by Changge Yulong Industrial Co., Ltd. by issuing shares. After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) .
According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this restructuring does not constitute a major asset restructuring of listed companies. According to the relevant requirements of Shanghai Stock Exchange on the information disclosure of issuing shares to purchase assets, the board of directors of the company has carefully reviewed the completeness and compliance of the legal procedures and the effectiveness of the legal documents submitted in this reorganization. It is hereby explained as follows:
1、 Notes on the completeness and compliance of the legal procedures for the reorganization
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 measures for the administration of information disclosure 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 of companies offering securities to the public No. 26 - major asset restructuring of listed companies, and the stock listing rules of Shanghai Stock Exchange The provisions of relevant laws and regulations, normative documents and the articles of association, such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 6 - major asset reorganization, have fulfilled the necessary legal procedures at this stage for matters related to this transaction, which are complete, legal and effective.
2、 Notes on the validity of legal documents submitted by the company for this reorganization
In accordance with the provisions of laws, regulations and normative documents such as 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 - application documents for major asset restructuring, and the self regulatory guidelines for listed companies of Shanghai stock exchange No. 6 - major asset restructuring, the board of directors, all directors, supervisors The senior management makes the following representations and warranties on the relevant legal documents submitted for this restructuring:
1. Relevant factual materials have been provided for this reorganization, and all relevant documents, materials and information provided are guaranteed to be true, accurate and complete without false records, misleading statements or major omissions. The copies or copies of the materials provided are consistent with their original materials or originals. The signatures and seals of all documents are true, and the signatories of the documents are legally authorized and effectively signed; Guarantee to bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the documents and materials provided.
2. The information disclosure and application documents of this reorganization are true, accurate and complete, without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for their authenticity, accuracy and integrity.
3. If the investigation or filing of the case by the CSRC fails to be made due to the omission of the information recorded by the board of directors or the senior management personnel or the fact that they are suspected of having been placed on file for the investigation or the reorganization, or the case is not clearly misleading due to the fact that the board of directors has made a false statement before the investigation or the filing of the case. And submit the written application for suspension of transfer and the stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit its identity information and account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit its identity information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the directors, supervisors and senior managers promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
The board of directors of the company believes that the legal procedures performed by the company in this transaction are complete, comply with the provisions of relevant laws and regulations, departmental rules and normative documents, and the legal documents submitted by the company to Shanghai Stock Exchange are legal and valid.
It is hereby explained.
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Henan Lantian Gas Co.Ltd(605368) board of directors April 20, 2022
