Shandong Jiangquan Industry Co.Ltd(600212) board of directors
Explanation on that this transaction does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies
Shandong Jiangquan Industry Co.Ltd(600212) (hereinafter referred to as ” Shandong Jiangquan Industry Co.Ltd(600212) “, “listed company” or “company”) the listed company intends to sell its thermoelectric business asset group to Linyi Xuyuan Investment Co., Ltd. in cash, which constitutes the assets and liabilities related to the company’s thermoelectric business.
After careful verification by the board of directors, this transaction does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies (hereinafter referred to as the “measures for the administration of reorganization”), for the following reasons: I. provisions on reorganization and listing
Paragraph 1 of Article 13 of the measures for the administration of reorganization stipulates: “if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the control right of the listed company, resulting in one of the following fundamental changes of the listed company, which constitutes a major asset reorganization, it shall be reported to the CSRC for approval in accordance with the provisions of these measures:
(I) the total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. ” 2、 This transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures
This transaction is a cash sale of the underlying thermoelectric business asset group held by the listed company, which does not involve the issuance of shares by the listed company, nor the purchase of assets from the actual controller of the listed company and its affiliates. It will not lead to the change of the equity structure of the listed company, nor will it lead to the change of the controlling shareholder and actual controller of the listed company.
Therefore, this transaction does not constitute the reorganization and listing situation stipulated in Article 13 of the reorganization management measures. It is hereby explained.
Shandong Jiangquan Industry Co.Ltd(600212) board of directors
January 17, 2022
