Board of directors of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd
Notes on the purchase and sale of assets within 12 months before the reorganization
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”).
According to the provisions of the measures for the administration of major asset restructuring of listed companies: if a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on its cumulative number. If the underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the China Securities Regulatory Commission, they can be recognized as the same or related assets.
The company’s purchase and sale of assets in the 12 months before the reorganization are described as follows:
On May 31, 2021, the company acquired 66% equity of Xinjiang Bazhou Wanfang Material Industry Co., Ltd. for RMB 135.6239 million after deliberation and approval at the 27th meeting of the third board of directors. According to the assets appraisal report on the value of all shareholders’ equity of Xinjiang Bazhou Wanfang Material Industry Co., Ltd. involved in the proposed equity acquisition of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. (Tianhe pingbao Zi [2021] No. 1-120) issued by Xinjiang Tianhe Assets Appraisal Co., Ltd. on March 31, 2021 as the appraisal base date. According to the asset-based appraisal, as of the benchmark date of March 31, 2021, the book value of the net assets of Xinjiang Bazhou Wanfang Material Industry Co., Ltd. was 95.9875 million yuan, the appraisal value was 205.4909 million yuan, the appreciation was 109.5034 million yuan, and the appreciation rate was 114.08%. The above matters are related party transactions, which have been approved in advance by independent directors and have been deliberated and adopted.
The above transactions and this transaction are independent of each other and are not preconditions for each other. The transaction assets and the assets to be purchased by the company in this transaction are owned or controlled by the same transaction party. When calculating that this transaction constitutes a major asset reorganization, the asset transaction shall be included in the scope of cumulative calculation.
As of the date of issuance of this note, in addition to the above circumstances, the company has not purchased or sold other major assets within 12 months before this major asset restructuring, nor has it purchased or sold assets related to this restructuring.
It is hereby explained.
Board of directors of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. January 17, 2022
