Shandong Jiangquan Industry Co.Ltd(600212) board of directors
About this transaction meeting the requirements of the regulations on regulating major assets of listed companies
Explanation of Article 4 of the provisions on Several Issues concerning reorganization
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.
According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this transaction constitutes a major asset restructuring. According to the requirements of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, after careful judgment, the board of Directors believes that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, as follows:
1. The subject asset of this transaction is the thermoelectric business asset group of the company, which does not involve the approval of project initiation, environmental protection, industry access, land use, planning, construction and other related matters. The matters related to the application for approval, the procedures to be performed and the approvals obtained in this transaction have been disclosed in detail in the Shandong Jiangquan Industry Co.Ltd(600212) major asset sale plan, and special tips have been given on the risks that may not be approved.
2. This transaction is a sale of major assets and does not involve the purchase of assets or enterprise equity. The provisions of paragraphs 2 and 3 of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies are not applicable.
3. 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, so as to realize the long-term and healthy development of the company’s business. After the completion of this transaction, the listed company can still maintain business integrity. This transaction will not lead to the situation that the main assets of the listed company are cash or there is no specific business.
4. The controlling shareholders and actual controllers of the company have made relevant commitments to continue to maintain the independence of listed companies, avoid horizontal competition, and reduce and standardize related party transactions. This transaction is conducive to highlighting the company’s new energy charging and energy storage business, enhancing sustainable development ability and anti risk ability, and will not affect the company’s independence, and will not lead to new horizontal competition and unnecessary related party transactions.
In conclusion, the board of Directors believes that this transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
It is hereby explained.
Shandong Jiangquan Industry Co.Ltd(600212) board of directors
January 17, 2022
