Henan Lantian Gas Co.Ltd(605368) board of directors
The transaction complies with the measures for the administration of major asset restructuring of listed companies
Explanations under Articles 11 and 43
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 Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"), the board of directors of the company made a prudent judgment on this transaction, and the board of directors of the company believes that:
1、 The overall scheme of this transaction complies with Article 11 of the reorganization management measures
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 11 of the reorganization management measures:
(I) this transaction complies with the national industrial policies, laws and administrative regulations on environmental protection, land management and antitrust;
(II) after the completion of this transaction, the total shareholding ratio of the public shareholders of the company at that time shall not be less than 10% of the total share capital of the company after the completion of this transaction. The total share capital, number of shareholders, equity structure and equity distribution of the company meet the stock listing conditions specified in the securities law and the stock listing rules of Shanghai Stock Exchange, It will not cause the company to fail to meet the conditions for stock listing;
(III) the transaction amount of the subject assets of this transaction is based on the appraisal value determined in the appraisal report issued by the asset appraisal institution hired by the company. After negotiation between the two parties, the asset pricing is fair and there is no damage to the legitimate rights and interests of the company and shareholders;
(IV) before the announcement of the resolution of the board of directors, the counterparty has legally owned the complete rights of the underlying assets, there is no restriction or prohibition on the transfer of Changge Lantian's equity, and there is no situation in which Changge Lantian's capital contribution is untrue or affects its legal existence. The ownership of assets involved in this exchange is clear, there are no legal obstacles to asset transfer or transfer, and the treatment of relevant creditor's rights and debts is legal;
(V) this transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may cause the main assets of the listed company to be cash or no specific business after reorganization;
(VI) this transaction is conducive to the listed company's independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies;
(VII) this transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure.
2、 The overall scheme of this transaction complies with Article 43 of the reorganization management measures
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 43 of the reorganization management measures:
(I) this transaction is conducive to the company's expansion of urban gas business operation area, enhancement of market influence, improvement of the company's asset quality, improvement of financial situation and enhancement of sustainable profitability, reduction of related party transactions, avoidance of horizontal competition and enhancement of independence;
(II) the company's financial and accounting report for the most recent year has been issued a standard unqualified audit report by a certified public accountant;
(III) the company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations;
(IV) the ownership of Changge Lantian's equity of the subject company of this transaction is clear, and there is no false capital contribution or affecting its legal existence, nor is there any restriction or prohibition on transfer. After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of the company and be able to complete the ownership transfer procedures within the agreed period; (V) there is no violation of other conditions stipulated by the CSRC in this transaction.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
(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 complies with the provisions of Articles 11 and 43 of the administrative measures for major asset restructuring of listed companies) Henan Lantian Gas Co.Ltd(605368) board of directors, January 21, 2022
