Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) : explanation that this transaction complies with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies

Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) board of directors

Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies

Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) (hereinafter referred to as "listed company" or "company") intends to purchase 100% equity of Zhejiang tiger environment Co., Ltd. (hereinafter referred to as "tiger environment") by issuing shares and paying cash, and raise supporting funds (hereinafter referred to as "this transaction"). The board of directors of the company has carefully analyzed whether the 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 board of Directors believes that:

1. The listed company's acquisition of 100% equity of huge environment in this transaction does not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters. The procedures to be performed in this transaction have been disclosed in detail in the plan for Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, and special tips have been given on the risks that may not be approved. 2. The underlying asset of this transaction is 100% equity of tiger environment. The counterparty who intends to transfer the equity legally owns the relevant equity. There is no false capital contribution or affecting its legal existence, and there is no restriction or prohibition of transfer such as pledge.

3. After the completion of this transaction, the listed company will directly hold 100% equity of tiger environment. This transaction is conducive to improving the integrity of the assets of the listed company and maintaining the independence of the listed company in terms of personnel, procurement, production, sales and intellectual property rights.

4. This transaction is conducive to the listed company to improve its financial situation, enhance its sustainable profitability, highlight its main business and 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 of the company meets the conditions specified in 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 seal page of the Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) 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) Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) Board of directors January 21, 2022

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