Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) board of directors
Explanation on the compliance of this transaction with the provisions of Articles 11 and 43 of the measures for the administration 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 this transaction complies with the provisions of 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"), and the board of Directors 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. The specific circumstances are as follows:
1. This transaction complies with the national industrial policies, laws and administrative regulations on environmental protection, land management and antitrust
(1) This transaction complies with the national industrial policy
Huge environment mainly provides operation services for classified recycling and resource utilization of residents' domestic waste for the construction of waste free cities. This business field does not belong to the industry prohibited or restricted by the national industrial policy and is in line with the national industrial policy.
(2) This transaction complies with the provisions of laws and administrative regulations on environmental protection and land management
The company's acquisition of 100% equity of tiger environment does not involve environmental protection and land management.
(3) This transaction does not violate the provisions of relevant anti-monopoly laws and administrative regulations
According to the anti monopoly law of the people's Republic of China, the company's purchase of 100% equity of huge environment does not constitute industrial monopoly; According to the provisions of the anti monopoly law of the people's Republic of China, there is no need to declare the concentration of business operators in this transaction.
Therefore, there is no violation of anti-monopoly laws and regulations or the need to perform relevant reporting procedures in accordance with such laws and regulations.
To sum up, this transaction complies with relevant national industrial policies, does not involve environmental protection and land management, does not violate anti-monopoly and other laws and administrative regulations, and complies with Article 11 (I) of the reorganization management measures.
2. This transaction will not cause the listed company to fail to meet the stock listing conditions
In accordance with the provisions of the securities law of the people's Republic of China and the Listing Rules of Shenzhen Stock Exchange on the gem, When the equity distribution of a listed company changes and no longer meets the listing conditions, it means that the shares of the company held by the public are less than 25% of the total shares of the company for 20 consecutive trading days; if the total share capital of the company exceeds 400 million yuan, the proportion of shares held by the public is less than 10% of the total shares of the company for 20 consecutive trading days. The public does not include: (1) Shareholders holding more than 10% of the shares of the listed company and their persons acting in concert; (2) Directors, supervisors and senior managers of listed companies and their close family members, legal persons or other organizations directly or indirectly controlled by directors, supervisors and senior managers of listed companies. "
At present, the total share capital of the company does not exceed 400 million shares. After the completion of this transaction, the proportion of social public shares in the total share capital of the company is expected to be no less than 25%. The equity distribution of the company does not meet the listing conditions specified in the rules for listing stocks on the gem of Shenzhen Stock Exchange.
To sum up, this transaction is not expected to lead to the company's shares not meeting the listing conditions, which is in line with the provisions of item (II) of Article 11 of the reorganization management measures.
3. The asset pricing involved in this exchange is fair, and there is no situation that damages the legitimate rights and interests of listed companies and shareholders
This transaction is conducted in accordance with the provisions of relevant laws and regulations. The board of directors of the company puts forward a plan, and employs an intermediary institution that meets the requirements of laws and regulations such as the securities law and the CSRC to engage in securities service business to issue audit, evaluation, legal and other relevant reports in accordance with relevant provisions. The transaction price of the underlying assets will be based on the evaluation report issued by the evaluation institution that meets the securities law and other laws and regulations and the conditions for engaging in securities service business stipulated by the CSRC, and will be agreed by the parties to the transaction through negotiation and signing a supplementary agreement. As of the date of this board meeting, the audit and evaluation of tiger environment have not been completed. The listed company will convene the board of directors again after the completion of relevant audit and evaluation to prepare and disclose the restructuring report (Draft) and its summary. The audited financial data and asset evaluation results of the underlying assets will be disclosed in the restructuring report (Draft).
In conclusion, the asset pricing involved in this transaction is fair, there is no damage to the legitimate rights and interests of the company and shareholders, and it is in line with the provisions of item (III) of Article 11 of the reorganization management measures.
4. 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
The underlying asset of this transaction is 100% equity of tiger environment. There is no restriction or prohibition on transfer of tiger environmental equity held by the counterparty, such as pledge. The ownership of the underlying assets of this transaction is clear, and there is no legal obstacle to the transfer of the underlying assets when the relevant legal procedures and preconditions are properly performed.
This transaction is to purchase 100% equity of tiger environment and does not involve the treatment of creditor's rights and debts. The creditor's rights and debts originally enjoyed and assumed by the target company will still be enjoyed and assumed by the target company after the delivery date.
In conclusion, the ownership of assets involved in this transaction is clear. Under the condition that relevant legal procedures and preconditions are properly performed, there are no legal obstacles to asset transfer or transfer, and the treatment of relevant creditor's rights and debts is legal, which is in line with the provisions of item (IV) of article 11 of the measures for the administration of restructuring.
5. 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
After the completion of this transaction, tiger environment will become a subsidiary of the listed company, and the listed company can quickly cut into the field of classified recycling and resource utilization of household garbage; Meanwhile, after deducting the issuance expenses and other relevant expenses, the raised supporting funds are intended to be used to pay the cash consideration (if involved), the project construction investment of the target company, supplement the working capital of the listed company / target company or repay the debt, which can further improve the core competitiveness of the listed company. Through this transaction, it will be conducive to further improve the equity and profitability attributable to the common shareholders of the company, the overall planning and implementation of the company's business strategy, enhance the profitability and sustainable development ability of the company, and the long-term development of the company. There is no situation that the main assets of the company after reorganization are cash or no specific business.
To sum up, this transaction is conducive to enhancing the company's sustainable operation ability. There is no situation that may lead to the company's main assets being cash or no specific business after reorganization, which is in line with the provisions of item (V) of Article 11 of the reorganization management measures.
6. 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. Before this transaction, the company has established a standardized management system of independent operation in accordance with the provisions of relevant laws and regulations Personnel and institutions shall be independent from the controlling shareholders, actual controllers and their affiliates, with timely information disclosure and standardized operation.
This transaction will not adversely affect the existing management system.
After this transaction, the company will continue to maintain independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, in line with the relevant provisions of the CSRC on the independence of listed companies.
To sum up, before the completion of this transaction, the company will remain independent from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions; After the completion of this transaction, the company will continue to maintain its independence in terms of business, assets, finance, personnel and institutions, in line with the provisions of item (VI) of Article 11 of the reorganization management measures.
7. This transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure of the listed company
Prior to this transaction, the company has established fully independent organizations such as the general meeting of shareholders, the board of directors and the board of supervisors and formulated corresponding rules of procedure in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other relevant laws, regulations and normative legal documents, Its sound organizational structure and perfect corporate governance structure ensure the daily operation of the company.
After the completion of this transaction, the controlling shareholder and actual controller of the company will not change. The company will further improve the corporate governance structure in accordance with the requirements of relevant laws and regulations, continue to improve the company's internal control system, make true, accurate, complete and timely information disclosure, maintain good investor relations and safeguard the interests of the company and minority shareholders.
In conclusion, before the completion of this transaction, the company has a sound organizational structure and perfect corporate governance structure; After the completion of this transaction, the company will continue to maintain a sound and effective corporate governance structure. This transaction is conducive to the company to maintain a sound and effective corporate governance structure, in line with the provisions of Article 11 (VII) of the reorganization management measures.
In conclusion, the board of directors of the company believes that this transaction complies with the provisions of Article 11 of the reorganization management measures.
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. The specific circumstances are as follows:
1. This transaction is conducive to improving the asset quality of the listed company, improving the financial situation and enhancing the sustainable profitability, reducing related party transactions, avoiding horizontal competition and enhancing the independence of the listed company
After the completion of this transaction, tiger environment will become a subsidiary of the listed company, and the listed company can quickly cut into the field of classified recycling and resource utilization of household garbage. This transaction will help to improve the shareholders' equity and profitability of the company, the overall planning and implementation of the company's business strategy, enhance the profitability and sustainable development ability of the company, the long-term development of the company, improve the quality of the company's assets, improve the financial situation and enhance the sustainable profitability.
After the completion of this transaction, Tang Weizhong and Zhang Jielai are still the controlling shareholders of the company, and the related parties of the company will not change due to this transaction. After the completion of this transaction, the company will continue to standardize the related party transactions after the completion of this transaction in accordance with the articles of association and relevant laws and regulations, on the principle of equality and mutual benefit, and disclose information in accordance with relevant laws, regulations and regulatory rules, so as to ensure the rationality, fairness and legitimacy of the pricing of related party transactions, Safeguard the legitimate rights and interests of the company and the majority of minority shareholders. In order to further standardize the related party transactions after the completion of this transaction and safeguard the legitimate rights and interests of the company and non related shareholders, the controlling shareholder and actual controller of the company, Tang Weizhong, Zhang Jielai and his wife and Tang Yuyang, who acted in concert, issued the commitment on reducing and standardizing related party transactions.
This transaction will not change the controlling shareholder, actual controller and control right of the company. After the completion of this transaction, tiger environment will become a subsidiary of the listed company, and the listed company will add residents' domestic waste classification, recycling and resource utilization business. In order to further avoid horizontal competition after the completion of this transaction and safeguard the legitimate rights and interests of the company and non affiliated shareholders, Tang Weizhong, Zhang Jielai, the controlling shareholder and actual controller of the company, and Tang Yuyang, the person acting in concert, issued the commitment on avoiding horizontal competition.
Prior to this transaction, the company remained independent from its major shareholders and their related parties, in line with the relevant provisions of the CSRC on the independence of the company; After the completion of this transaction, the company and its major shareholders and their related parties continue to maintain independence, which is in line with the relevant provisions of the CSRC on the independence of the company. At the same time, Tang Weizhong, Zhang Jielai, the controlling shareholder and actual controller of the company, and Tang Yuyang, the person acting in concert, issued the commitment to maintain the independence of listed companies.
In conclusion, this transaction is conducive to improving the quality of the company's assets, improving its financial situation and enhancing its sustainable profitability, reducing related party transactions, avoiding horizontal competition and enhancing its independence, which is in line with the provisions of item (I) of Article 43 of the reorganization management measures.
2. The company's financial and accounting report for the most recent year has been issued an unqualified audit report by a certified public accountant
Lixin Certified Public Accountants (special general partnership) audited the company's financial data for 2018-2020 and issued a standard unqualified audit report (Xin Kuai Shi Bao Zi [2021] No. zf10094). In conclusion, this transaction complies with the provisions of item (II) of Article 43 of the reorganization management measures.
3. 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
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.
In conclusion, this transaction complies with the provisions of item (III) of Article 43 of the reorganization management measures.
4. The assets purchased by the company in this exchange are operational assets with clear ownership and can complete the ownership transfer procedures within the agreed time limit
The underlying asset of this transaction is 100% equity of tiger environment. There is no restriction or prohibition on transfer of tiger environmental equity held by the counterparty, such as pledge. The ownership of the underlying assets of this transaction is clear, and there is no legal obstacle to the transfer of the underlying assets when the relevant legal procedures and preconditions are properly performed.
In conclusion, the underlying assets of this transaction are operating assets with clear ownership. Under the condition that relevant legal procedures and preconditions are properly performed, there is no legal obstacle to the transfer of the underlying assets. Comply with the provisions of item (IV) of Article 43 of the reorganization management measures.
5. There is no violation of other conditions stipulated by the CSRC in this transaction
To sum up, the board of directors of the company believes that the of this transaction meets the requirements listed in Article 43 of the reorganization management measures.
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 reorganization management measures.
It is hereby explained.
Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
