Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) board of directors
Notes on the compliance of this transaction with the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange
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 continuous supervision of companies listed on the gem (for Trial Implementation) and the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange.
1、 This transaction complies with Article 18 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and Article 7 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange
Article 18 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) Article 7 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange stipulates: "if a listed company implements major asset restructuring or issues shares to buy assets, the industry of the underlying assets shall meet the positioning of the gem, or be in the same industry or upstream and downstream with the listed company."
1. The industry of the target company meets the positioning of gem
The target company is mainly engaged in household waste classification and renewable resource recovery. According to the national economic industry classification (GB / t4754-2017) issued by the National Bureau of statistics, the industry of the subject company belongs to "N78 public facilities management industry", and the subdivided field belongs to "n7820 environmental health management"; According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry of the subject company is "n water conservancy, environment and public facilities management industry", and the subdivided industry belongs to "N78 public facilities management industry".
The industry of the target company does not belong to the industry listed in Article 4 of the Interim Provisions on application and recommendation for issuance and listing of enterprises on the gem of Shenzhen Stock Exchange, which does not support its application for issuance and listing on the gem "Agriculture, forestry, animal husbandry and fishery; mining industry; wine, beverage and refined tea manufacturing industry; textile industry; ferrous metal smelting and rolling processing industry; power, heat, gas and water production and supply industry; construction industry; transportation, storage and postal industry; accommodation and catering industry; finance industry; real estate industry; resident service, repair and other services".
Therefore, the industry of the target company meets the requirements of the gem industry.
2. The target company and the listed company are in the upstream and downstream relationship of the industry
Listed companies are mainly engaged in the collection, resource utilization and harmless disposal of hazardous waste and the dismantling and disposal of e-waste. The target company has long focused on the field of classified recycling and resource utilization of household garbage. Its recycled electronic waste such as "four machines and one brain" can be sold to Shengtang environmental protection, a subsidiary of the listed company, for disassembly and treatment, which reduces the human and material cost investment of Shengtang environmental protection at the recycling end and belongs to the upstream of the industrial chain of the listed company.
In conclusion, this transaction complies with Article 18 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation).
2、 This transaction complies with Article 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and Article 9 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange. The pricing benchmark date of shares issued in this transaction is the announcement date of the resolution of the seventh meeting of the second board of directors of the listed company. The issue price of the issued shares to purchase assets is 25.28 yuan / share, which is no less than 80% of the average trading price of the listed company's shares in the 20 trading days before the pricing benchmark date, The pricing principle complies with Article 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) "If a listed company issues shares to purchase assets, the price of the issued shares shall not be lower than 80% of the market reference price. The market reference price is one of the average trading prices of the company's shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to issue shares to purchase assets."
It is hereby explained.
Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) board of directors January 21, 2022
