Shandong Jiangquan Industry Co.Ltd(600212) board of directors
The transaction complies with article of the measures for the administration of major asset restructuring of listed companies
Description of Article 11
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 judgment, 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. The details are as follows:
1. This transaction complies with the national industrial policies, 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 reorganization is fair, and there is no situation that damages the legitimate rights and interests of the company and shareholders; 4. The ownership of the assets involved in this reorganization 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 will strategically withdraw from the thermal power business, concentrate resources on strategic and business transformation, focus on the business layout with new energy charging and energy storage business as the main business, and effectively enhance the company’s sustainable operation ability. 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 independence from the controlling shareholders, actual controllers and their affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies; 7. It is conducive to the formation or maintenance of 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.
Shandong Jiangquan Industry Co.Ltd(600212) board of directors
January 17, 2022
