Henan Lantian Gas Co.Ltd(605368) the board of directors on this transaction
Completeness of legal procedures Description of compliance and effectiveness of legal documents submitted 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" or "this reorganization"). After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) .
According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies (revised in 2020), this restructuring does not constitute a major asset restructuring of listed companies. According to the relevant requirements of Shanghai Stock Exchange on the information disclosure of issuing shares to purchase assets, the board of directors of the company has carefully reviewed the completeness and compliance of the legal procedures and the effectiveness of the legal documents submitted for the reorganization. It is hereby explained as follows:
1、 Notes on the completeness and compliance of legal procedures for the performance of this reorganization
In accordance with the company law, the securities law, the reorganization management measures, the information disclosure management measures of listed companies, the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant laws, regulations, normative documents and the articles of association, the company has made relevant decisions on this transaction, Performed the necessary legal procedures at this stage, which are complete, legal and effective.
2、 Notes on the validity of legal documents submitted by the company for this reorganization
In accordance with the provisions of laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - application documents for major asset restructuring, the board of directors, all directors, supervisors and senior managers of the company make the following statements and guarantees on the relevant legal documents submitted for this restructuring:
1. Relevant factual materials have been provided for this reorganization, and all relevant documents, materials and information provided are guaranteed to be true, accurate and complete, free from false records, misleading statements or major omissions, the copies or copies of materials provided are consistent with their original materials or originals, and the signatures and seals of all documents are true, The signatory of the document is legally authorized and effectively signed; Guarantee to bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the documents and materials provided.
2. The information disclosure and application documents of this reorganization are true, accurate and complete, without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for their authenticity, accuracy and integrity.
3. If the reorganization is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the directors, supervisors and senior managers shall not transfer the shares with interests in Henan Lantian Gas Co.Ltd(605368) until the investigation conclusion of the case is clear. And submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit its identity information and account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit its identity information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the directors, supervisors and senior managers promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
The board of directors of the company believes that the legal procedures for the performance of the company's reorganization are complete, comply with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the relevant legal documents submitted to Shanghai Stock Exchange are legal and valid.
It is hereby explained.
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Henan Lantian Gas Co.Ltd(605368) board of directors January 21, 2022
