Sichuan Development Lomon Co.Ltd(002312) board of directors
Explanation on whether this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
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.
According to the requirements of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the board of directors of the company has carefully analyzed whether this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies. The board of Directors believes that:
1. The underlying asset of this transaction is 100% equity of the underlying company, and does not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters; The relevant approval matters involved in this transaction have been disclosed in the report on Sichuan Development Lomon Co.Ltd(002312) issuance of shares to purchase assets and related party transactions (Draft), and the risk that the approval or approval may not be obtained has been prompted.
2. The assets to be purchased in this transaction are 100% equity of the target company, the ownership of the assets is clear, and there is no false capital contribution or affecting the legal existence of the target company. The counterparty legally owns the complete ownership of the underlying assets. Under the condition that all parties can strictly perform the relevant transaction agreements, there is no legal obstacle to the transfer of the underlying assets.
3. This transaction is conducive to improving the integrity of the company’s assets and maintaining the independence of the company in terms of personnel, institutions, assets, business and finance.
4. This transaction is conducive to improving the company’s financial situation, enhancing its ability to continue operation, highlighting its main business and enhancing its ability to resist risks, enhancing its independence, further standardizing and reducing related party transactions and avoiding horizontal competition.
In conclusion, the board of Directors believes that this transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
It is hereby explained.
(there is no text on this page, which is the signature page of the Sichuan Development Lomon Co.Ltd(002312) explanation of the board of directors on whether this transaction complies with the provisions of Article 4 of the provisions on regulating certain issues of major asset restructuring of listed companies) Sichuan Development Lomon Co.Ltd(002312) the board of directors on January 14, 2002
