Board of directors of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd
Notes on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted for this major asset restructuring
Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. (hereinafter referred to as "the company") intends to purchase Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd., Sichuan Jinxiang Sairui Chemical Co., Ltd., Hefei Wufeng Investment Co., Ltd., Chengdu Guoheng No. 1 investment partnership (limited partnership) by issuing shares and paying cash Aksu investment and Construction Group Co., Ltd., shayariyang investment limited partnership, Meishan Jinye enterprise management planning center (limited partnership), Aksu Xinfa Mining Co., Ltd., alar Tongzhong state owned Assets Management Co., Ltd., Shaoxing Sanye Foreign Trade Co., Ltd., Ding Ling, Xinjiang Shaya Urban Construction Investment Co., Ltd Xinjiang Jinding Heavy Industry Co., Ltd., Ren Hu, Zhu Xueqian and Zhou Jun jointly held 100% equity of Xinjiang Yuxiang Populus euphratica Chemical Co., Ltd. and raised supporting funds (hereinafter referred to as "this restructuring"). 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 and other relevant laws, regulations and normative documents, as well as the articles of association of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd., the board of directors of the company has performed the completeness of legal procedures for this restructuring 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 company's performance of legal procedures in this reorganization
1. During the preliminary negotiation between the company and the counterparty on this restructuring, necessary and sufficient confidentiality measures were taken to limit the scope of knowledge of relevant sensitive information.
2. On December 31, 2021, the company signed the letter of intent to issue shares and pay cash to purchase assets with Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd.
3. On January 4, 2022, the company issued the suspension announcement on planning major asset restructuring (Announcement No.: 2021-085). The trading of the company's shares will be suspended from January 4, 2022, and the suspension time is expected to be no more than 10 trading days. On January 11, 2022, the company issued the progress announcement on planning the suspension of major asset restructuring (Announcement No.: 2022-002).
4. During the period of stock suspension, the company prepared the plan and summary of the reorganization in accordance with the requirements of relevant laws, regulations and normative documents, as well as other relevant documents required by China Securities Regulatory Commission and Shanghai Stock Exchange.
5. The company registered the insiders involved in this restructuring and reported the list of insiders to Shanghai stock exchange for filing.
6. On January 17, 2022, the company held the 35th meeting of the third board of directors, deliberated and passed the proposal on the company meeting the conditions for listed companies to issue shares, pay cash to purchase assets and raise supporting funds and other relevant proposals. The independent directors approved the relevant proposals in advance and expressed independent opinions. On January 17, 2022, the company held the 31st meeting of the third board of supervisors, considered and adopted relevant proposals. On the same day, the company and the counterparties of this restructuring, Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd., Sichuan Jinxiang Sairui Chemical Co., Ltd., Hefei Wufeng Investment Co., Ltd., Chengdu Guoheng No. 1 investment partnership (limited partnership), Aksu Investment Construction Group Co., Ltd., shayariyang Investment Limited partnership Meishan Jinye enterprise management planning center (limited partnership), Aksu Xinfa Mining Co., Ltd., alar Tongzhong state owned Assets Management Co., Ltd., Shaoxing Sanye Foreign Trade Co., Ltd., Ding Ling, Xinjiang Shaya Urban Construction Investment Co., Ltd., Xinjiang Jinding Heavy Industry Co., Ltd., Ren Hu, Zhu Xueqian Zhou Jun signed the framework agreement on issuing shares and paying cash to purchase assets.
7. On January 18, 2022, the company issued the suggestive announcement on the disclosure of the plan for issuing shares and paying cash to purchase assets and raise supporting funds and the resumption of trading of the company's shares. The trading of the company's shares will resume from the opening of the market on Tuesday, January 18, 2022.
8. The procedures to be performed in this transaction include but are not limited to:
(1) After the audit and evaluation involved in this transaction are completed, the listed company will convene the board of directors again to review and approve the relevant proposals of this transaction;
(2) The SASAC of the Autonomous Region shall issue a filing form for the appraisal results of the subject assets of the transaction;
(3) The SASAC of the autonomous region has officially approved the transaction;
(4) The shareholders' meeting of the listed company deliberated and approved the relevant proposals of the transaction;
(5) The CSRC approves the transaction plan;
(6) This transaction has been approved, approved and filed by other competent administrative departments that may be involved (if necessary).
in summary, 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, and the standards for the content and format of information disclosure of companies offering securities to the public No. 26 - major asset restructuring The provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 6 - major asset reorganization and the articles of association have performed the necessary legal procedures for matters related to this reorganization at this stage, which are complete, legal and effective.
2、 Notes on the validity of legal documents submitted
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 and other relevant requirements, relevant legal documents are submitted for this restructuring, The board of directors and all directors of the company make the following statements and guarantees on the relevant legal documents submitted for this reorganization: the legal documents submitted by the company for this reorganization 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 the above documents.
In conclusion, the board of directors of the company believes that the legal procedures performed by the company in this reorganization are complete, comply with the provisions of relevant laws and regulations, departmental rules and normative documents, and the legal documents submitted in this reorganization are legal and valid.
It is hereby explained.
Board of directors of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. January 17, 2022
