Board of directors of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Explanation on the compliance of this transaction with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies
CQT holdings Pty Limited, a subsidiary of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as “the company”), intends to transfer 100% of its equity of nqm gold 2 Pty Ltd to yurain gold Pty Ltd, a subsidiary of Shandong Yulong Gold Co.Ltd(601028) Co., Ltd. (hereinafter referred to as “the transaction”), which constitutes a major asset restructuring.
The board of directors of the company has carefully analyzed whether this transaction complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies. The board of Directors believes that:
1. This transaction complies with the national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust;
2. The completion of this transaction will not cause the company to fail to meet the conditions for stock listing;
3. The asset pricing involved in this transaction 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 the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal;
5. After the completion of this transaction, the listed company plans to use the recovered price to support the main business, acquire high-quality assets, repay debts and supplement working capital, which is conducive to expanding the main business and reducing financial expenses, so as to enhance the company’s sustainable operation ability in the long run. There is no situation that may lead to cash or no specific business after the company’s reorganization;
6. This transaction is conducive to the company’s continued independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of the company; 7. This transaction is conducive to the company to maintain a sound and effective corporate governance structure.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Board of directors
May 20, 2022
