新筑股份: 董事会关于本次交易不存在《上市公司证券发行注册管理办法》第十一条规定的不得向特定对象发行股票的情形的说明

Core Viewpoint - The company intends to sell 100% equity of Sichuan Development Maglev Technology Co., Ltd. and related assets to Sichuan Shudao Rail Transit Group Co., Ltd., and 100% equity of Chengdu Xinzhu Transportation Technology Co., Ltd. to Sichuan Road and Bridge Construction Group Co., Ltd. Additionally, the company plans to issue shares and pay cash to acquire 60% equity of Sichuan Shudao Clean Energy Group Co., Ltd. from Shudao Investment Group Co., Ltd. [1] Summary by Relevant Sections - The company confirms that there are no circumstances under Article 11 of the "Administrative Measures for the Registration of Securities Issuance by Listed Companies" that would prohibit the issuance of shares to specific targets [2]. - The company has not changed the use of previously raised funds without correction or without shareholder approval [1]. - The financial statements for the past year comply with accounting standards and disclosure rules, and there have been no adverse audit opinions [1]. - Current directors, supervisors, and senior management have not faced administrative penalties from the China Securities Regulatory Commission in the last three years [1]. - There are no ongoing criminal investigations or regulatory inquiries against the company or its current management [1]. - There have been no significant violations by the controlling shareholders or actual controllers that would harm the company's interests or investors' rights in the last three years [1].