Henan Lantian Gas Co.Ltd(605368) board of directors
The transaction complies with the provisions of the regulations on regulating major asset restructuring of listed companies
Notes to Article 4 of the provisions on certain issues
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) .
According to the requirements of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, after careful judgment, the board of directors of the company believes that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies. The details are as follows:
1. The underlying asset of this transaction is 52% equity of Changge Lantian, which does not involve project initiation, environmental protection, industry access, land use, planning, construction and other approval matters.
2. Changge Yulong Industrial Co., Ltd., the counterparty of this transaction, has legally owned the complete rights of the corresponding equity of Changge Lantian, and there is no restriction or prohibition on transfer; Changge Lantian does not have any false capital contribution or affect its legal existence.
3. After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) . This transaction is conducive to improving the integrity of the company's assets and maintaining the independence of the company in terms of personnel, procurement, production, sales and intellectual property rights.
4. This transaction will help the company expand the business area of urban gas business and enhance its market influence. This transaction shall help the company to improve the quality of its assets, enhance its sustainable profitability, highlight its main business, enhance its anti risk ability, enhance its independence, reduce related party transactions and avoid horizontal competition. In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
It is hereby explained.
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(there is no text on this page, which is the signature page of the Henan Lantian Gas Co.Ltd(605368) explanation of the board of directors on the compliance of this transaction with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies) Henan Lantian Gas Co.Ltd(605368) the board of directors on January 21, 2022
