Sichuan Development Lomon Co.Ltd(002312) board of directors
On the completeness and compliance of legal procedures for the performance of this transaction
And the validity of the legal documents submitted
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as "the company") intends to issue shares to Sichuan Development Mining Group Co., Ltd. (hereinafter referred to as "Chuanfa mining") to purchase 80% equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as "the target company" and "Tianrui mining") Issue shares to Sichuan Salt Industry Corporation (hereinafter referred to as "Sichuan salt industry") to purchase 20% equity of Tianrui mining (hereinafter referred to as "this transaction"). After the completion of this transaction, Tianrui mining will become a wholly-owned subsidiary of the company.
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 provisions on Several Issues concerning the standardization of major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations, normative documents and the relevant provisions of the articles of association of the company, The board of directors of the company has carefully reviewed the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted. It is hereby explained as follows:
1、 Notes on the completeness and compliance of the company's legal procedures for this transaction
1. Due to the uncertainty of relevant matters, in order to safeguard the interests of investors and avoid significant impact on the company's share price, according to the relevant regulations of Shenzhen Stock Exchange, the trading of the company's shares will be suspended from the opening of the market on July 20, 2021, and the company will be suspended on July 20, 2021 On July 27, 2021, the announcement on the suspension of planning to issue shares to buy assets and related party transactions (Announcement No.: 2021-066) and the announcement on the progress of planning to issue shares to buy assets and related party transactions (Announcement No.: 2021-067) were disclosed. 2. During the internal preliminary consultation on this transaction, the company took necessary and sufficient confidentiality measures to limit the scope of relevant sensitive information, ensure that the information is within the controllable range, and do a good job in the registration of insiders of inside information.
3. The company timely records the insiders and planning process in the stages of negotiation and planning, demonstration and consultation, and prepares the insider registration form and the transaction process memorandum, which are signed and confirmed by relevant personnel.
4. The company has prepared relevant documents for this transaction in accordance with the requirements of laws, regulations and normative documents related to major asset restructuring.
5. The cumulative increase or decrease of the company's stock price within 20 trading days before the suspension of the issue of shares to purchase assets reached the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties. Insiders of the inside information and their immediate family members conducted self-examination. According to the self-examination report issued by relevant parties, during the period from 6 months before the application for suspension of the issue of shares to purchase assets to the trading day before the disclosure of the report on the issue of shares to purchase assets, the relevant parties to the transaction who knew the inside information related to the transaction and their immediate family members, There is no case of using the company's insider information of this transaction to buy and sell the company's shares, or disclosing the insider information of this transaction or entrusting or recommending others to use the insider information of this transaction to buy and sell the company's shares.
6. On August 1, 2021, the company held the fifth meeting of the sixth board of directors and the fourth meeting of the sixth board of supervisors, deliberated and adopted the proposal on < Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions plan and summary and other proposals related to this transaction. Relevant personnel avoided voting on relevant proposals and fulfilled the information disclosure procedures. The independent directors have expressed their prior approval opinions and agreed independent opinions on matters related to this transaction.
7. On August 3, 2021, the company issued the announcement on disclosing the plan for issuing shares to purchase assets and related party transactions and resumption of trading of the company's shares (Announcement No.: 2021-072). Upon application to Shenzhen Stock Exchange, the trading of the company's shares will resume from the opening of the market on August 3, 2021.
8. After the disclosure of the transaction plan, the company disclosed the announcement on the progress after the disclosure of the plan for issuing shares to purchase assets and related party transactions (Announcement No.: 2021-084, 2021-093, 2021-100, 2021-111 and 2021-121) on September 3, 2021, September 29, 2021, November 27, 2021 and December 25, 2021 respectively.
9. The company hired independent financial advisers, legal advisers, asset appraisal institutions and audit institutions to carry out various work in accordance with relevant regulations, and signed confidentiality agreements with them respectively.
10. On January 14, 2022, the company held the 14th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors, deliberated and adopted the proposal on (Draft) and summary. Relevant personnel avoided voting on relevant proposals, and the independent directors of the company carefully reviewed the materials related to this transaction, They expressed their prior approval opinions and agreed independent opinions. On the same day, the company and the counterparty signed the supplementary agreement to the agreement on purchasing assets by issuing shares and the performance compensation agreement on purchasing assets by issuing shares.
In conclusion, the company has performed the necessary legal procedures for matters related to this transaction in accordance with relevant laws, regulations, normative documents and the articles of association, which are complete, legal and effective. 2、 Notes on the validity of legal documents submitted by the company for this transaction
The relevant legal documents to be submitted for this transaction in accordance with the provisions of laws, regulations and normative legal 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 - major asset restructuring of listed companies, The board of directors and all directors of the company have made the following statements and guarantees: the board of directors and all directors of the company guarantee that the relevant legal documents submitted by the company for this transaction do not contain any false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the legal documents submitted.
In conclusion, the board of directors of the company believes that: the company has performed the necessary legal procedures at this stage for matters related to this transaction, and the legal procedures are complete, legal and effective; The legal documents submitted by the company on this exchange are legal and valid, and there are no false records, misleading statements or major omissions.
It is hereby explained.
Sichuan Development Lomon Co.Ltd(002312) board of directors January 14, 2002
