Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) board of directors
Notes on the compliance of this transaction with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) (hereinafter referred to as the "listed company") intends to purchase 100% equity of Zhejiang huge environment Co., Ltd. (hereinafter referred to as "huge environment" or "target company") by issuing shares and paying cash, and raise supporting funds (hereinafter referred to as "this transaction"). After careful judgment, the board of directors of the listed company believes that this transaction complies with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), as follows:
1、 This transaction complies with Article 11 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
Listed companies are not allowed to issue shares to specific objects under Article 11 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation):
1. Arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
2. The preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in major aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; The audit report with qualified opinions has been issued in the financial and accounting report of the latest year, and the material adverse impact of the matters involved in the qualified opinions on the listed company has not been eliminated. Except that the issuance involves major asset restructuring;
3. The current directors, supervisors and senior managers have been subject to administrative punishment by the CSRC in the last three years, or have been publicly condemned by the stock exchange in the last year;
4. Listed companies and their current directors, supervisors and senior managers are being investigated by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations;
5. The controlling shareholders and actual controllers have committed major illegal acts seriously damaging the interests of the listed company or the legitimate rights and interests of investors in the past three years;
6. In the last three years, there have been major illegal acts that have seriously damaged the legitimate rights and interests of investors or social and public interests.
Therefore, this transaction complies with Article 11 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation).
2、 This transaction complies with Article 12 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
After deducting the issuance expenses and other related expenses, the supporting raised funds of the listed company for this transaction are intended to be used to pay the cash consideration (if involved), project construction investment of the target company, supplement the working capital of the listed company / target company or repay debts, which comply with Article 12 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation):
1. Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management; 2. Except for financial enterprises, the funds raised this time shall not be used for holding financial investment, and shall not be directly or indirectly invested in companies whose main business is trading securities;
3. After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company's production and operation.
Therefore, this transaction complies with Article 12 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation).
3、 This transaction complies with Article 55 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
The issuance objects of the matching funds raised in this transaction are no more than 35 specific investors, which is in line with the provisions of Article 55 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation).
4、 This transaction complies with the provisions of articles 56, 57 and 58 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
The pricing benchmark date of the matching funds raised in this transaction is the first day of the issuance period, and the issuance price shall not be less than 80% of the average stock price of the 20 trading days before the pricing benchmark date; The issuance of matching funds raised in this transaction does not involve the determination of the issuance object, and the issuance price and issuance object will be determined by bidding, which is in line with the provisions of articles 56, 57 and 58 of the measures for the administration of gem securities issuance and registration.
5、 This transaction complies with Article 59 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
There are no more than 35 subscribers of supporting funds raised in this transaction, and there is no case of determining the issuing object in advance. The shares subscribed by the subscriber for this issuance shall not be transferred within 6 months from the date of the completion of the issuance of the shares with the supporting funds raised in this transaction, which is in line with the relevant provisions of Article 59 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation).
It is hereby explained.
Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) board of directors January 21, 2022
