Stock Code: 000537 securities abbreviation: Tianjin Guangyu Development Co.Ltd(000537) Announcement No.: 2022-010
Tianjin Guangyu Development Co.Ltd(000537)
On major asset replacement, major asset sale and related party transactions
Announcement of commitments of relevant parties
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as the "company", "listed company" or " Tianjin Guangyu Development Co.Ltd(000537) ") intends to sell all the equity of 23 subsidiaries and place them in Luneng Group Co., Ltd. (hereinafter referred to as "Luneng Group") 100% equity of Luneng new energy (Group) Co., Ltd. (hereinafter referred to as "Luneng new energy") jointly held by capital Weiye Group Co., Ltd. (hereinafter referred to as "capital Weiye"), and the valuation difference is made up in cash. (hereinafter referred to as "this reorganization" or "this transaction").
As of the disclosure date of this announcement, the transfer of assets related to this transaction has been completed. The important commitments made by the relevant parties of this transaction are hereby announced as follows:
(I) relevant commitments of listed companies
Name of commitment issued by commitment party and main contents of commitment
1. The relevant information provided by the company in the course of this transaction is true, accurate and complete, guarantees that there are no false records, misleading statements or major omissions, and assumes individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided. If there are false records, misleading statements or major omissions in the authenticity and accuracy information provided, which cause losses to the company or investors in terms of and integrity, they will be liable for compensation according to law.
Promise letter 2. The company will timely submit the documents and materials required for this transaction, and promise that the paper version and electronic version of Tianjin Guangyu Development Co.Ltd(000537) provided are true, complete and reliable, the relevant copy materials or copies are consistent with the original, and all signatures and seals on the documents are true and effective, The copy is consistent with the original.
1. The company and its directors, supervisors and senior managers have the qualifications and obligations to comply with the commitment to compliance with Chinese regulations, the company law of the people's Republic of China and other laws, regulations, normative documents and the articles of association Senior managers are appointed through legal procedures, and there are no relevant laws, regulations, normative documents, articles of association and relevant supervision
Name of commitment issued by commitment party and main contents of commitment
Part time jobs prohibited by departments and part-time units (if any);
2. The company and its directors, supervisors and senior managers have not committed any act in violation of articles 146, 147 and 148 of the company law of the people's Republic of China, and have not been subject to administrative punishment by the CSRC within the last 36 months, And has not been publicly condemned by the stock exchange within the last 12 months;
3. In the last five years, the company and its directors, supervisors and senior managers have not committed any major violations involving the following circumstances related to the securities market: (1) they have been subject to criminal punishment; (2) Subject to administrative punishment (except those obviously irrelevant to the securities market); (3) Involving major civil litigation or arbitration related to economic disputes;
4. As of the signing date of this letter of commitment, the company and its directors, supervisors and senior managers have no pending or foreseeable major litigation and arbitration cases, There is no case that the case is being or has been filed for investigation by the judicial organ due to suspected crime, or the case is being or has been filed for investigation by the CSRC due to suspected violation of laws and regulations;
5. The company and its directors, supervisors and senior managers did not use insider information to buy and sell relevant securities, disclose insider information, or use insider information to suggest others to buy and sell relevant securities before the disclosure of this trading information;
6. The company and the institutions controlled by the directors, supervisors and senior managers of the company are not subject to investigation or investigation due to insider trading related to major asset restructuring, In the past 36 months, there have been no cases of administrative punishment by the CSRC or criminal responsibility investigated by judicial organs according to law.
As for the fact that the company has not disclosed the relevant inside information of the reorganization and used the inside information to conduct insider trading on the second major assets, there has been no case of being filed for investigation or investigation due to the suspected insider trading related to the internal group related to the reorganization in the last 36 months. If the company violates the above commitments and causes losses to the listed company or investors under trading conditions, the company will bear corresponding legal liabilities.
Promise letter
1. The company has fulfilled the obligation of capital contribution to such equity according to law, and there is no violation of shareholders' obligations and responsibilities such as false capital contribution, delayed capital contribution and withdrawal of capital, and there is no situation that may affect the legal existence of 23 subsidiaries proposed by its subsidiaries;
2. The equity ownership of the company is actually and legally held by the company, without ownership disputes, special arrangements such as letter of commitment, entrusted shareholding, commitments or arrangements restricting transfer, pledge, freezing, property preservation or other rights restrictions;
3. If the company violates the above commitments, it will compensate for the losses caused according to law.
1. The relevant information provided by me in the process of this reorganization and the instructions and confirmation issued and relevant information provided in connection with this reorganization are true, accurate and complete, and there are no false Tianjin Guangyu Development Co.Ltd(000537) records, misleading statements or major omissions about the information provided;
Authenticity and accuracy of all directors' information 2. The information I provided to each intermediary participating in this restructuring is the original written information or copy information that is true, accurate, relevant, supervisor, complete and complete, and the copy, scanned copy or copy of the information is consistent with the original information or original of the original senior management commitment letter; The signatures and seals of all documents are true, and there are no false records, misleading statements or major omissions by any person;
3. The explanation and confirmation issued by me for this restructuring are true, accurate and complete, and there are no false records, misleading statements or major omissions; I promise I have fulfilled it
Name of commitment issued by commitment party and main contents of commitment
Statutory disclosure and reporting obligations, and there are no information, materials, contracts, agreements, arrangements or other matters that should be disclosed but not disclosed;
4. If there are false records, misleading statements or major omissions in the materials and information provided by me, which cause losses to the listed company, its investors and / or relevant securities service institutions, I will be liable for compensation according to law. If I am filed for investigation by a judicial organ or by the CSRC due to false records, misleading statements or major omissions in the materials and information provided by me, I promise to suspend the transfer of shares (if any) with interests in the listed company until the conclusion of the case investigation is clear; If the investigation concludes that I do have violations of laws and regulations, I promise that these shares will be voluntarily used for compensation arrangements for relevant investors.
1. I have the qualifications and obligations specified in the company law of the people's Republic of China and other laws, regulations, normative documents and the articles of association. My employment has been generated through legal procedures, and there are no relevant laws, regulations, normative documents, the articles of association and relevant regulatory authorities The part-time work prohibited by the part-time unit (if any);
2. I have not committed any act in violation of articles 146, 147 and 148 of the company law of the people's Republic of China, and have not been subject to administrative punishment by the CSRC within the last 36 months, And has not been publicly condemned by the stock exchange within the last 12 months;
3. In the last five years, I have no major violations involving the following situations related to the securities market: (1) criminal punishment; (2) Subject to administrative punishment (except for those obviously unrelated to the commitment of regulatory acts in the securities market); (3) Major civil litigation or arbitration involving economic disputes;
4. As of the signing date of this letter of commitment, I have no pending or foreseeable major litigation or arbitration cases, and I am not under or have been investigated by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations;
5. Before the disclosure of this trading information, I did not use insider information to buy and sell relevant securities, disclose insider information, or use insider information to suggest others to buy and sell relevant securities;
6. Neither I nor the institution under my control have been placed on file for investigation or investigation due to insider trading related to major asset restructuring, and there have been no cases of administrative punishment by the CSRC or criminal responsibility investigated by judicial organs according to law in the past 36 months.
I do not disclose the relevant inside information of the reorganization of the listed company and use the important asset curtain information to carry out inside information
