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中成股份: 中成进出口股份有限公司董事会关于本次交易符合《上市公司重大资产重组管理办法》第十一条、第四十三条及第四十四条规定的说明

Core Viewpoint - The company intends to issue shares to acquire 100% equity of Jiangsu Clean Energy Co., Ltd. from China National Technical Import and Export Corporation, while simultaneously raising supporting funds for this transaction [1][2]. Group 1: Compliance with Regulations - The transaction complies with the relevant provisions of the "Management Measures for Major Asset Restructuring of Listed Companies," specifically Articles 11, 43, and 44 [1][2]. - The acquisition does not involve any legal or administrative approvals related to environmental protection, land management, foreign investment, or external investment, aligning with national industrial policies and antitrust laws [1][2]. - The transaction will not affect the company's compliance with stock listing conditions post-completion [1][2]. Group 2: Asset and Financial Considerations - The transaction price is based on an assessment from a qualified securities and futures institution, which has been filed with the state-owned assets supervision authority, ensuring fair pricing and protection of the company's and shareholders' rights [1][2]. - The assets involved in the transaction have clear ownership, and there are no legal obstacles to the transfer of these assets [2]. - The transaction is expected to enhance the company's operational capabilities and will not result in a situation where the main assets post-restructuring are cash or lack specific business operations [2]. Group 3: Independence and Governance - The transaction will help maintain the independence of the company in terms of business, assets, finance, personnel, and organization from its actual controller and related parties, in accordance with the China Securities Regulatory Commission's regulations on independence [2]. - The company will retain a sound corporate governance structure post-transaction [2]. - The transaction is expected to improve asset quality and enhance sustainable operational capabilities without causing significant adverse changes to the company's financial status [2].