Henan Lantian Gas Co.Ltd(605368) board of directors
On this transaction does not constitute the administrative measures for major asset restructuring of listed companies
Description of major asset restructuring as provided in Article 12
Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as " Henan Lantian Gas Co.Ltd(605368) " or "the company") intends to purchase 52% equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as "Changge Lantian") held by Changge Yulong Industrial Co., Ltd. by issuing shares (hereinafter referred to as "this transaction"). After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) .
The audit and evaluation of the underlying assets of this transaction have not been completed, so the specific price of this transaction has not been determined. According to Article 12 of the measures for the administration of major asset restructuring of listed companies, based on the audited 2020 financial data of the listed company and the 2020 financial data of the target company not audited by an accounting firm hired by the listed company:
1、 The proportion of the total assets purchased in this transaction to the total assets at the end of the audited consolidated financial and accounting report of the listed company in the latest accounting year has not reached more than 50%;
2、 The proportion of the operating income generated by the assets purchased in this transaction in the most recent fiscal year in the operating income of the listed company's audited consolidated financial accounting report in the same period does not reach more than 50%;
3、 The proportion of the net assets purchased in this transaction to the net assets of the listed company at the end of the audited consolidated financial and accounting report of the latest accounting year has not reached more than 50%.
To sum up, this transaction does not constitute a major asset reorganization under Article 12 of the measures for the administration of major asset reorganization of listed companies.
It is hereby explained.
(no text below)
(there is no text on this page, which is the signature page of the Henan Lantian Gas Co.Ltd(605368) board of directors' statement that this transaction does not constitute a major asset reorganization as stipulated in Article 12 of the measures for the administration of major asset reorganization of listed companies)
Henan Lantian Gas Co.Ltd(605368) board of directors January 21, 2022
