Securities code: 603227 securities abbreviation: Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) listing place: Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. of Shanghai Stock Exchange
Issue shares and pay cash to purchase assets and raise supporting funds
And related party transactions plan (Abstract)
Transaction counterparty
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 (co issuing shares and payment partners), Aksu Investment Construction Group Co., Ltd., shayariyang Investment Co., Ltd Cash purchase of assets 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
No more than 35 qualified specific investors shall raise matching funds
January 2002
Statement of listed company
The company and all directors, supervisors and senior managers of the company promise that the summary of the plan and the relevant documents issued by the company are true, accurate and complete, without any false records, misleading statements or major omissions, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
The audit and evaluation related to this transaction have not been completed, and the audited financial data and asset evaluation results of relevant assets will be disclosed in the restructuring report. The company and all directors, supervisors and senior managers guarantee the authenticity and rationality of the relevant data quoted in the summary of the plan.
The matters stated in the summary of this plan do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this reorganization. The effectiveness and completion of the matters related to the reorganization described in the summary of this plan have yet to be approved by the CSRC.
All shareholders and other public investors are requested to carefully read all information disclosure documents related to the restructuring and make prudent investment decisions. The company will timely disclose relevant information according to the progress of this restructuring and draw the attention of shareholders and other investors.
After the completion of this transaction, the company shall be responsible for the changes in the company's operation and income; The investor shall be responsible for the investment risk arising from this transaction. If investors have any questions about the summary of this plan, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
The counterparty promises as follows:
The enterprise / I guarantee that the relevant information provided to the listed company and the intermediary participating in the transaction for this transaction is true, accurate and complete, the materials provided are true, accurate and complete original materials or duplicate materials, the duplicate materials are consistent with the original materials, and the instructions and confirmation issued are true, accurate and complete without any false records Misleading statements or major omissions, and bear corresponding legal liabilities for the authenticity, accuracy and completeness of the information provided.
During the period of participating in this transaction, the enterprise / myself will timely disclose the information related to this transaction in accordance with the provisions of relevant laws, regulations and rules, as well as the requirements of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), stock exchange and other regulatory authorities, and ensure the authenticity, accuracy and integrity of such information, Ensure that such information is free from false records, misleading statements or major omissions. In case of violation of the above guarantee, the company / I will bear corresponding legal liabilities.
If the transaction is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the enterprise / I will suspend the transfer of the shares of the listed company (if any) until the conclusion of the case investigation is clear. The enterprise / I will submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, The board of directors of the listed company shall apply for locking on behalf of the enterprise / myself to Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") and China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as "depository and Clearing Company"); If the enterprise / myself fails to submit the locking application within two trading days, the board of directors of the listed company is authorized to directly submit the identity information and account information of the enterprise / myself to the Shanghai Stock Exchange and the registration and settlement company after verification, and apply for locking. If the board of directors of a listed company fails to submit the identity information and account information of the enterprise / person to the Shanghai Stock Exchange and the registration and Clearing Company, the enterprise / person authorizes the Shanghai Stock Exchange and the registration and Clearing Company to directly lock the relevant shares. If the investigation conclusion finds that the enterprise / I have violations of laws and regulations and bear legal responsibility, the enterprise / I promise to use the locked shares for relevant investor compensation arrangements according to law.
The company / I am aware of the legal consequences that may result from the above commitments, and will bear legal liabilities for violations of the above commitments according to law.
catalogue
The listed company declares that 1. The counterparty declares that 2 catalog 3 interpretation five
1、 General interpretation five
2、 Professional interpretation 6. Tips on major issues seven
1、 Overview of this transaction plan seven
2、 The nature of this transaction eight
3、 Issuing shares and paying cash to purchase assets nine
4、 Raising supporting funds eleven
5、 Estimated value and pricing of the underlying assets twelve
6、 The impact of this transaction on listed companies thirteen
7、 Decision approval procedures for this transaction fourteen
8、 Commitments made by the parties involved in this transaction fifteen
9、 Principled opinions of the controlling shareholders of the listed company on this reorganization twenty-two
10、 The reduction plan from the date of resumption of this restructuring to the completion of implementation twenty-two
11、 Relevant arrangements to protect the legitimate rights and interests of small and medium-sized investors twenty-two
12、 Information tips to be supplemented and disclosed 24 major risk tips twenty-five
1、 Risks associated with this transaction twenty-five
2、 Risks associated with the subject company twenty-seven
3、 Risks of changes in the operation and performance of listed companies twenty-eight
4、 Other risks Section 1 overview of this transaction thirty
1、 Background and purpose of this transaction thirty
2、 Overview of this transaction plan thirty-three
3、 Decision approval procedures for this transaction 34 IV. nature of this transaction 35 v. estimated value and pricing of the underlying assets thirty-six
interpretation
In the summary of this plan, unless the context otherwise requires, the following words or abbreviations have the following meanings:
1、 General interpretation
The summary of this plan refers to the plan for Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. to issue shares and pay cash to purchase assets and raise supporting funds and related party transactions (summary)
Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) . The listed company refers to Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd., Xinjiang agriculture and animal husbandry investment, the controlling shareholder refers to Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd., and the controlling shareholder of Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227)
Autonomous Region means Xinjiang Uygur Autonomous Region
SASAC and actual controller of the autonomous region refer to the state owned assets supervision and Administration Commission of the people's Government of Xinjiang Uygur Autonomous Region and the actual controller of Xuefeng science and technology
Sichuan Jinxiang refers to Sichuan Jinxiang Sairui Chemical Co., Ltd
Hefei Wufeng refers to Hefei Wufeng Investment Co., Ltd
Guoheng No. 1 refers to Chengdu Guoheng No. 1 investment partnership (limited partnership)
Aksu investment refers to Aksu Investment Construction Group Co., Ltd
Shayariyang refers to shayariyang investment limited partnership
Meishan Jinye refers to Meishan Jinye enterprise management planning center (limited partnership)
Tongzhong company refers to alar Tongzhong state owned Assets Management Co., Ltd
Xinfa mining refers to Aksu Xinfa Mining Co., Ltd
Sanye foreign trade refers to Shaoxing Sanye Foreign Trade Co., Ltd
Shaya urban construction investment refers to Xinjiang Shaya Urban Construction Investment Co., Ltd
Jinding heavy industry refers to Xinjiang Jinding Heavy Industry Co., Ltd
Yuxiang Populus euphratica and the target company refer to Xinjiang Yuxiang Populus euphratica Chemical Co., Ltd
The underlying assets refer to 100.00% equity of Xinjiang Yuxiang Populus euphratica Chemical Co., Ltd. to be acquired by the listed company
The 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 Co., Ltd. this transaction, this reorganization refers to the enterprise, 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 hold 100.00% equity of Yuxiang Populus euphratica and raise supporting funds
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 and Construction Group Co., Ltd. and shayarui Yang refer to 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
Both parties to the transaction refer to the listed company and the counterparty
CSRC refers to the China Securities Regulatory Commission
In industry, it is used to manufacture industrial explosives, nitrogen oxide, vitamin B, alkali free glass, fireworks, pesticides and refrigerants; Modified in agriculture and used as nitrogen fertilizer
Nitro compound fertilizer refers to a kind of compound fertilizer containing a large amount of nitrate nitrogen nutrient elements
