Board of directors of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
On the completeness and compliance of legal procedures for this major asset reorganization
And the validity of the legal documents submitted
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as ” Jinan High-Tech Development Co.Ltd(600807) ” or “the company”) plans to transfer 100% of the equity of nqm gold 2 Pty Ltd held by its subsidiary CQT holdings Pty Limited to Shandong Yulong Gold Co.Ltd(601028) subsidiary yurain gold Pty Ltd (hereinafter referred to as “the transaction”), which constitutes a major asset reorganization and a related party transaction.
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 and regulations, normative documents and the articles of association, 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 for this transaction, and explained as follows:
1、 Notes on the legal procedures for the performance of this transaction
On October 9, 2021, the company disclosed the suggestive announcement on the planning of major asset restructuring by the company and the signing of intention agreement by subsidiaries (Announcement No.: pro 2021051). Yurain gold Pty Ltd plans to acquire 100% equity of nqm gold 2 Pty Ltd held by CQT holdings Pty Limited in cash. According to preliminary calculation, this transaction may constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies.
The company hired independent financial advisers and other intermediaries, and took timely, necessary and sufficient confidentiality measures during preliminary consultations with counterparties and intermediaries on matters related to this transaction, signed confidentiality agreements respectively, and strictly limited the scope of relevant sensitive information. At the same time, the company registered insiders in accordance with the regulations, prepared a memorandum on the progress of major events, and conducted a self-examination on their trading of the company’s shares. On December 29, 2021, the 25th interim meeting of the 10th board of directors and the 14th interim meeting of the 10th board of supervisors deliberated and approved the proposal on the plan for major asset sale and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. and its summary. The independent directors gave their independent opinions and approved them in advance, and the related directors avoided voting.
On January 12, 2022, the company received the inquiry letter on the information disclosure of the plan for the sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. from Shanghai Stock Exchange. On March 21, the company and relevant intermediaries completed the reply and disclosure of the inquiry letter on the information disclosure of the plan for the sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd.
During the period, the company regularly disclosed the progress announcement of major asset sales and related party transactions, explained the progress of this transaction and gave risk tips.
On May 20, 2022, the 28th interim meeting of the 10th board of directors and the 16th interim meeting of the 10th board of supervisors deliberated and adopted the proposal on deliberation of the report on major asset sale and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Draft) and its summary, and the independent directors gave their independent opinions in advance, and the related directors avoided voting.
In conclusion, the company has performed the necessary legal procedures for matters related to this transaction 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 and regulations, normative documents and the articles of association. These procedures are complete, legal and effective.
After the board of directors deliberates and approves the transaction, the company will perform the follow-up procedures according to law. According to the provisions of laws, administrative regulations, departmental rules and normative documents such as the measures for the administration of major asset restructuring of listed companies, matters related to this transaction need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Notes on the validity of legal documents submitted
The relevant legal documents submitted for this transaction 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 contents and forms of information disclosure of 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 legal documents to be submitted for this transaction do not contain any false records, misleading statements or major omissions, and the board of directors and all directors of the company bear individual and joint legal liabilities for the authenticity, accuracy and completeness of relevant documents.
In conclusion, the board of Directors believes that this transaction has fulfilled the legal procedures required at the current stage and complies with the relevant laws and regulations, departmental rules, normative documents and the relevant provisions of the articles of association. The contents of the legal documents submitted for this transaction are true, accurate, complete, legal and effective, and there are no false records, misleading statements or major omissions.
It is hereby explained.
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Board of directors
May 20, 2022
