The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the content of the announcement, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
On June 23, 2022, Sichuan Development Lomon Co., Ltd. (hereinafter referred to as the “Company” or “Listed Company”) received the “On Approval of Sichuan Development Dragon” issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). Reply of Mang Co., Ltd. to Sichuan Advanced Materials Industry Investment Group Co., Ltd. to issue shares to purchase assets[2022]1282), please refer to the “Announcement on the Issue of Shares to Purchase Assets and Related Transactions Obtained the Approval of the China Securities Regulatory Commission” (Announcement No.: 2022-099) disclosed by the company on June 24, 2022.
After receiving the approval document from the China Securities Regulatory Commission, the company actively promotes the transfer of 100% equity (hereinafter referred to as the “target asset”) of Sichuan Development Tianrui Mining Co., Ltd. (hereinafter referred to as “Tianrui Mining”). On June 27, 2022, the underlying assets have been transferred to the company’s name and the industrial and commercial change registration procedures have been completed. The relevant matters are hereby announced as follows:
1. Implementation of this transaction
(1) Transfer of the underlying assets
On June 27, 2022, Tianrui Mining completed the change registration procedures for the transfer of the subject assets of this transaction, and obtained the business license issued by the Market Supervision and Administration Bureau of Mabian County, Leshan City. So far, the transfer procedures for the underlying assets involved in this transaction have been completed. After the completion of this change, the company directly holds 100% equity of Tianrui Mining, and Tianrui Mining becomes a wholly-owned subsidiary of the company.
(2) Subsequent events of this transaction
1. The listed company still needs to apply to the Shenzhen Branch of Zhongdeng Company and the Shenzhen Stock Exchange for the procedures for share registration and listing for the newly added shares involved in this asset reorganization;
2. The listed company still needs to revise the articles of association and go through the industrial and commercial change registration procedures for matters such as the increase of registered capital involved in this transaction;
3. All parties involved in this transaction need to continue to perform the agreements and commitments involved in this transaction and other related matters;
4. The listed company still needs to perform relevant information disclosure obligations regarding the follow-up matters of this transaction.
2. Opinions of intermediaries on the implementation of this transaction
(1) Conclusive opinion of the independent financial advisor on the transaction
Huatai United Securities Co., Ltd., the independent financial advisor for this transaction, believes that, as of the date when the independent financial advisor’s verification opinion was issued:
1. The implementation of this transaction has fulfilled the statutory decision-making, approval and approval procedures, and complies with the requirements of relevant laws and regulations such as the Company Law, the Securities Law, and the Measures for the Administration of Restructuring.
2. The industrial and commercial change registration procedures for the transfer of the subject assets of this transaction have been completed, the listed company has directly held 100% of the equity of Tianrui Mining, and the transfer procedures of the subject assets are legal and effective.
3. Under the circumstance that the relevant parties fully perform their respective obligations in accordance with the relevant agreements signed and relevant commitments made by them, there is no substantial legal obstacle to the implementation of the follow-up matters of this transaction.
(2) Legal counsel’s opinion on this transaction
The legal counsel for this transaction believes that, as of the date of issuance of the Legal Opinion of Tahota Law Firm on the Issue of Shares by Sichuan Development Lomon Co., Ltd. to Purchase Assets and the Transfer of the Target Assets of Related Transactions:
1. Necessary approvals and authorizations have been obtained for this transaction, all the effective conditions stipulated in the Asset Purchase Agreement and its supplementary agreements have been satisfied, and this transaction can be implemented in accordance with the law.
2. The underlying assets under this transaction have completed the relevant change registration procedures for the transfer of the underlying assets, and the counterparty has fulfilled the legal obligation to deliver the underlying assets to the listed company in accordance with the law.
3. The relevant parties still need to handle the follow-up matters described in “IV. Follow-up matters of this transaction” in this legal opinion. Under the circumstance that the relevant parties fully perform their respective obligations in accordance with the relevant agreements signed and relevant commitments made by them, this transaction There are no substantial legal obstacles to the implementation of the follow-up matters of the transaction.
3. Documents for reference
1. “Huatai United Securities Co., Ltd.’s Verification Opinions of Independent Financial Adviser on Sichuan Development Lomon Co., Ltd.’s Issue of Shares to Purchase Assets and Transfer of Target Assets of Related Transactions”;
2. “Legal Opinion of Tahota Law Firm on Sichuan Development Lomon Co., Ltd.’s Issue of Shares to Purchase Assets and Transfer of Subject Assets of Related Transactions”;
3. Relevant certification documents for the transfer of the underlying assets.
Special announcement.
Sichuan Development Lomon Co., Ltd. Board of Directors
June 28, 2022Return to Sohu, see more
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