Board of directors of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd
Explanation on the conformity of this reorganization with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies
Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. (hereinafter referred to as the “company” and “listed company”) plans 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”).
According to the requirements of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies, the board of directors of the company has carefully analyzed whether the reorganization complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies. The board of Directors believes that:
1. The target assets to be purchased in this restructuring are equity assets, which do not involve project approval, environmental protection, industry access, planning and other related matters. The relevant approval or filing matters involved in this reorganization have been disclosed in detail in the plan for Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. to issue shares to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as the “reorganization plan”), and the reorganization plan has given special tips on the risk that such approval matters may not be approved.
2. The underlying assets held by Sichuan Jinxiang Sairui Chemical Co., Ltd. are currently pledged. It has promised to release all equity pledge before the shareholders’ meeting of the listed company to issue shares and pay cash to purchase assets, and promised that before the delivery of the underlying assets held by Sichuan Jinxiang Sairui Chemical Co., Ltd, It will not set any other restrictive rights on the underlying assets it holds. Except for the above equity pledge, the subject assets held by it are not subject to freezing, seizure, property preservation or other rights restrictions. The reorganization plan has made risk tips for these matters.
Other counterparties have legal and complete rights to the equity of the target company to be sold, and there is no restriction or prohibition on transfer; There is no situation where the capital contribution of the counterparty is untrue or affects the legal existence of the subject company. 3. This reorganization is conducive to improving the integrity of the company’s assets; It is conducive to the company’s independence in personnel, procurement, production, sales and intellectual property rights.
4. This restructuring is conducive to improving the company’s financial situation, enhancing its sustainable profitability, highlighting its main business, enhancing its anti risk ability, enhancing its independence, reducing related party transactions and avoiding horizontal competition.
In conclusion, the board of directors of the company believes that the reorganization meets the conditions specified in Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies.
It is hereby explained.
Board of directors of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. January 17, 2022
