Shandong Jiangquan Industry Co.Ltd(600212) board of directors
About the purchase within 12 months before the asset restructuring In accordance with the provisions of the measures for the administration of major asset restructuring of listed companies: "If a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amounts shall be calculated respectively based on the accumulated amounts. The asset transactions that have prepared and disclosed the report on major asset restructuring in accordance with the provisions of these measures need not be included in the scope of accumulated calculation. The accumulated amount of major asset restructuring specified in paragraph 1 of Article 13 of these measures by the CSRC If the time limit and scope are otherwise specified, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets. "
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.
The company's purchase and sale of assets within 12 months before the asset restructuring (subject to the 12 months before the issuance date of this note) are described as follows:
On November 21, 2021, the company held the 17th meeting of the 10th board of directors, deliberated and approved the proposal on signing the framework agreement on the acquisition of green energy huichong Digital Technology Co., Ltd. with the transferor and the target company, and cooperated with Xi'an Daoheng Tongchuang Enterprise Management Consulting Co., Ltd., Li Xingmin, Shaanxi Zhongxin Tongchuang digital technology partnership (limited partnership) Shaanxi bode Hengye energy technology partnership (limited partnership), Xi'an Fandi Financial Consulting Co., Ltd. and green energy huichong signed the framework agreement. On December 16, 2021, the company held the 18th meeting of the 10th board of directors, deliberated and approved the proposal on signing the equity transfer agreement on the acquisition of green energy huichong Digital Technology Co., Ltd. with the transferor and the target company. The company, Xi'an Daoheng Tongchuang Enterprise Management Consulting Co., Ltd., Li Xingmin Shaanxi Zhongxin Tongchuang digital technology partnership (limited partnership), Shaanxi bode Hengye energy technology partnership (limited partnership), Xi'an Fandi Financial Consulting Co., Ltd. and lvneng huichong signed the equity transfer agreement to purchase 100% equity of lvneng huichong jointly held by the counterparty with RMB 83 million in cash. On January 4, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the above related proposals. After the completion of this transaction, lvneng huichong became a wholly-owned subsidiary of the company and included in the scope of the company's consolidated statements.
In conclusion, the purchase and sale of assets by the company within 12 months before the date of the meeting of the board of directors considering the transaction plan do not belong to the same or related assets as the subject assets purchased in the transaction. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, it is not necessary to include the scope of cumulative calculation when calculating whether this transaction constitutes a major asset restructuring.
It is hereby explained.
Shandong Jiangquan Industry Co.Ltd(600212) board of directors
January 17, 2022
