Sichuan Development Lomon Co.Ltd(002312) board of directors
The transaction complies with the measures for the administration of major asset restructuring of listed companies
Explanations under Articles 11 and 43
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as “the company”) intends to issue shares to Sichuan Development Mining Group Co., Ltd. to purchase 80% equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as “the target company” and “Tianrui mining”) held by it, and issue shares to Sichuan salt Industry Corporation to purchase 20% equity of Tianrui mining held by it (hereinafter referred to as “the transaction”), After the completion of this transaction, Tianrui mining will become a wholly-owned subsidiary of the company.
The board of directors of the company has made a prudent judgment on whether the transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies. The board of Directors believes that:
1、 This transaction complies with Article 11 of the measures for the administration of major asset restructuring of listed companies. The details are as follows:
1. This transaction complies with relevant national industrial policies and laws and administrative regulations on environmental protection, land management and antitrust;
2. This transaction will not cause the company to fail to meet the conditions for stock listing;
3. The asset pricing involved in this exchange 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 asset transfer or transfer, 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 cause the company’s main assets to be cash or no specific business after reorganization;
6. This transaction is conducive to the company’s independence from the controlling shareholders and their persons acting in concert and their 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. The details are as follows:
1. This transaction is conducive to improving the quality of the company’s assets, improving its financial situation and enhancing its sustainable profitability, further standardizing and reducing related party transactions, avoiding horizontal competition and enhancing its independence;
2. The company’s financial and accounting report for the most recent year has been issued an unqualified audit report by a certified public accountant;
3. The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations;
4. The asset ownership of the subject company is clear and can complete the ownership transfer procedures within the agreed time limit.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
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(there is no text on this page, which is the signature page of the Sichuan Development Lomon Co.Ltd(002312) board of directors’ explanation that this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies) Sichuan Development Lomon Co.Ltd(002312) board of directors, January 14, 2002
