Board of directors of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd
Explanation on the situation that this reorganization does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration 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”).
After careful comparison with the relevant provisions of the measures for the administration of major asset restructuring of listed companies and through prudent judgment, the board of directors of the company believes that the reorganization does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset restructuring of listed companies. The specific circumstances are as follows:
1、 Provisions on reorganization and listing
Paragraph 1 of Article 13 of the measures for the administration of major asset restructuring of listed companies stipulates: “if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the control right of the listed company, resulting in one of the following fundamental changes of the listed company, it shall constitute a major asset restructuring and shall be reported to the China Securities Regulatory Commission in accordance with the provisions of these measures (hereinafter referred to as “CSRC”) approved:
(I) the total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. “
2、 This reorganization does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies
Before this reorganization, Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd. was the controlling shareholder of the listed company, and the state owned assets supervision and Administration Commission of the people’s Government of Xinjiang Uygur Autonomous Region was the actual controller of the listed company. The actual control of the listed company has not changed in recent 36 months. After the completion of this restructuring, Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd. is still the controlling shareholder of the listed company, and the state owned assets supervision and Administration Commission of the people’s Government of Xinjiang Uygur Autonomous Region is still the actual controller of the listed company. The restructuring did not lead to changes in the actual controller of the listed company.
In conclusion, the board of directors of the company believes that this reorganization does not constitute the reorganization and listing as stipulated in Article 13 of the measures for the administration 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
