Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) board of directors
Notes on the completeness and compliance of legal procedures for the performance of this transaction and the effectiveness of legal documents submitted
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. by issuing shares and paying cash, and raise supporting funds (hereinafter referred to as the “transaction”).
According to the measures for the administration of major asset restructuring of listed companies, this transaction is expected to constitute major asset restructuring of listed companies. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of information disclosure of listed companies, the notice on regulating information disclosure of listed companies and the behavior of relevant parties, and the provisions on Several Issues Concerning Regulating major asset restructuring of listed companies The board of directors of the listed company has carefully reviewed the completeness and compliance of the company’s legal procedures for this transaction and the effectiveness of the legal documents submitted, and explained as follows:
1、 Notes on the completeness and compliance of the legal procedures for the reorganization
1. According to the provisions of the measures for the administration of major asset restructuring of listed companies, the listed company and all parties involved in this transaction have taken strict confidentiality measures to limit the scope of knowledge of relevant sensitive information and ensure that the information is within the controllable range.
2. The listed company registered the insiders involved in this transaction, registered the insiders involved in this transaction, and reported the list of insiders to Shenzhen Stock Exchange.
3. This transaction has been deliberated and approved by the shareholders’ meeting of Zhejiang huge environment Co., Ltd.
4. The seventh meeting of the second board of directors and the fifth meeting of the second board of supervisors of the listed company deliberated and adopted the proposals related to the transaction, and the independent directors issued their prior approval opinions and independent opinions. The listed company has prepared 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 in accordance with the requirements of relevant laws, regulations and normative documents.
5. The procedures to be performed in this transaction include but are not limited to: (1) after the audit and evaluation involved in this transaction are completed, the listed company will convene the board of directors again to review and approve the relevant proposals of this transaction; (2) The shareholders’ meeting of the listed company deliberated and approved the relevant proposals of the transaction; (3) This transaction has been approved by Shenzhen Stock Exchange; (4) The CSRC shall perform the issuance and registration procedures of this transaction.
To sum up, listed companies have complied with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of information disclosure of listed companies, the notice on regulating information disclosure of listed companies and the behavior of relevant parties, and the provisions on Several Issues Concerning Regulating major asset restructuring of listed companies The relevant provisions of laws, regulations, normative documents and the articles of association such as the Shenzhen Stock Exchange GEM Listing Rules have performed the necessary legal procedures for matters related to this transaction at this stage, which are complete, legal and effective.
2、 Notes on the validity of legal documents submitted
The relevant legal documents to be submitted for this transaction in accordance with the provisions of regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, and the notice on regulating the information disclosure of listed companies and the behavior of relevant parties, The board of directors and all directors of the listed company make the following statements and guarantees:
1. I guarantee that the relevant information provided for this exchange is true, accurate and complete, without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided.
2. I guarantee that the materials provided to the intermediaries involved in this transaction are true and original written materials or copies. The copies or copies of such materials are consistent with their original materials or originals, accurate and complete, and the signatures and seals of all documents are true without any false records, misleading statements or major omissions.
3. I guarantee that the explanation and confirmation issued for this exchange are true, accurate and complete, without any false records, misleading statements or major omissions.
4. If this transaction is filed for investigation by the judicial organ or by the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, I will suspend the transfer of shares in the listed company until the conclusion of the case investigation is clear. If the investigation concludes that there are violations of laws and regulations, I promise to lock up the shares and voluntarily use them for compensation arrangements for relevant investors.
In conclusion, the legal procedures performed by the listed company on this transaction are complete and comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The legal documents submitted by the listed company to Shenzhen Stock Exchange on this transaction are legal and valid.
It is hereby explained.
Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) board of directors January 21, 2022
