Shandong Jiangquan Industry Co.Ltd(600212) board of directors
Notes on the completeness and compliance of the legal procedures for the performance of this major asset sale and the effectiveness of the legal documents submitted
Shandong Jiangquan Industry Co.Ltd(600212) (hereinafter referred to as ” Shandong Jiangquan Industry Co.Ltd(600212) “, “listed company” or “company”) intends to sell the thermoelectric business asset group held by the company to Linyi Xuyuan Investment Co., Ltd. in cash, which constitutes the thermoelectric business related assets and liabilities of the company (hereinafter referred to as “this transaction”).
According to the measures for the administration of major asset restructuring of listed companies and other relevant provisions, this transaction is expected to constitute a major asset restructuring; According to the Listing Rules of Shanghai Stock Exchange and other relevant provisions, this transaction does not constitute a connected 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 the provisions on Several Issues concerning the regulation 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 self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 6 – major asset restructuring and other relevant laws, regulations, normative documents and the articles of association, as well as the completeness of the board of directors’ performance of legal procedures for this transaction The compliance and the effectiveness of the legal documents submitted have been carefully reviewed and explained as follows:
1、 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
(I) procedures performed in this transaction
1. On January 17, 2022, the company held the 19th meeting of the 10th board of directors, deliberated and adopted the transaction plan and relevant proposals, and the independent directors expressed their independent opinions on the transaction matters recognized and explicitly agreed in advance.
2. This transaction is a sale of major assets of the company and does not involve the issuance of shares to purchase assets. According to the latest regulatory policies, this transaction has not been suspended on the basis of confidentiality of inside information.
3. During the preliminary consultation with the counterparty on major asset restructuring, the company immediately took necessary and sufficient confidentiality measures, formulated a strict and effective confidentiality system, limited the scope of relevant sensitive information, minimized the scope of insiders and reduced the dissemination of insider information.
4. In accordance with relevant regulations, the company has prepared a memorandum on the transaction process of major asset restructuring and the registration of insiders, and reported relevant materials to Shanghai stock exchange for filing.
5. The company has prepared the Shandong Jiangquan Industry Co.Ltd(600212) major asset sale plan and other relevant documents required by laws and regulations in accordance with the requirements of relevant laws, regulations and normative documents.
To sum up, the company has complied 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, the stock listing rules of Shanghai Stock Exchange and other laws, regulations, departmental rules, normative documents and the articles of association, The necessary legal procedures at this stage have been performed for matters related to this transaction, which are complete, legal and effective.
(II) procedures to be performed in this transaction
1. After the completion of the audit and evaluation related to this transaction, Shandong Jiangquan Industry Co.Ltd(600212) it is necessary to convene the board of directors again to review this transaction and related matters involved in this transaction;
2. This transaction and related matters involved in this transaction need to be deliberated and approved by the Shandong Jiangquan Industry Co.Ltd(600212) general meeting of shareholders; 3. Other decision-making or approval procedures that may be involved.
2、 Notes on the validity of legal documents submitted
In accordance with the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies that publicly issue securities No. 26 – major asset restructuring of listed companies, the guidelines for self discipline supervision of listed companies No. 6 – major asset restructuring of Shanghai Stock Exchange and other relevant laws, regulations, departmental rules and other normative documents, The board of directors and all directors of the company make the following statements and guarantees: the legal documents submitted by the company 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 shall bear individual and joint liabilities for the authenticity, accuracy and completeness of such documents.
In conclusion, the board of directors of the company believes that the legal procedures performed by the company on matters related to this transaction are complete, comply with the provisions of relevant laws and regulations, departmental rules and normative documents, and the legal documents submitted by the company to Shanghai Stock Exchange are legal and valid.
It is hereby explained.
Shandong Jiangquan Industry Co.Ltd(600212)
Board of directors
January 17, 2022
