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Statement
| 1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):Organizing adjustments through easy mergers
2.Date of occurrence of the event:2022/03/24
3.Names of companies participating in the merger and acquisition (e.g., name
of the other company participating in the merger, newly established company
in a spin-off, acquired company, or company whose shares are transferred):
REIJU Construction Co., Ltd. (hereinafter referred to as REIJU )
(surviving company)
4.Trading counterparty (e.g., name of the other company participating in the
merger, company spinning off, or trading counterparty to the acquisition or
share transfer):
Ruiyou Green Energy Technology Co., Ltd., Ruibai Green Innovation Co., Ltd.
(hereinafter referred to as Ruiyou Green Energy, Ruibai Green) (company
eliminated)
5.Whether the counterparty of the current transaction is a related party:Yes
6.Relationship between the trading counterparty and the Company (investee
company in which the Company has re-invested and has shareholding of XX%),
explanation of the reasons for the decision to acquire from or transfer
shares to an affiliated enterprise or related party, and whether it will
affect shareholders' equity:
Ruiyou Green Energy is a 100% subsidiary of Ruizhu Construction and
directly holds Ruibai Green Innovation Co., Ltd. (hereinafter referred to as
Ruibai Green).
REIJU Construction, Ruiyou Green Energy and Ruibai Green are in
accordance with the Enterprise Mergers and Acquisitions Law. Article 19
The simple merger is to adjust the internal organizational structure of the
group, and it does not involve the agreement on the share exchange ratio
or the allotment of shareholders' cash or other property, so it has no
impact on the shareholders' rights and interests.
7.Purpose of the merger and acquisition:
Simplify the shareholding structure of Ruizhu Construction in Ruiyou Green
Energy and Ruibai Green
8.Anticipated benefits of the merger and acquisition:
Simplify the shareholding structure of Ruizhu Construction in Ruiyou Green
Energy and Ruibai Green
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
There is no impact on the consolidated net value per share and consolidated
earnings per share of REIJU Construction.
10.Follow-up procedures for mergers and acquisitions, including
the time and method of payment of the consideration for mergers
and acquisitions, etc.:N/A
11.Types of consideration for mergers and acquisitions
and sources of funds:N/A
12.Share exchange ratio and calculation assumptions:N/A
13.Whether the CPA, lawyer or securities underwriter issued
an unreasonable
opinion regarding the transaction:N/A
14.Name of accounting, law or securities firm:N/A
15.Name of CPA or lawyer:N/A
16.Practice certificate number of the CPA:N/A
17.The content of the independent expert opinion on the reasonableness
of the share exchange ratio, cash or other assets allotted to
shareholders in this merger and acquisition:N/A
18.Estimated date of completion:
The merger base date is tentatively set as May 03, 2022.
19.Matters related to the assumption of corporate rights
and obligations of the dissolving company (or spin-off)
by the existing or newly-established
company:
The assets, liabilities and all rights and obligations of Ruiyou Green
Energy and Ruibai Green that are still valid on the merger base date
are generally assumed by Ruizhu Construction on the merger base
date.
20.Basic information of companies participating in the merger:
REIJU Construction: Mainly engaged in civil and construction projects.
Ruiyou Green Energy: mainly engaged in civil and construction projects.
Ruibai Green: mainly engaged in environmental protection related
projects.
21.Matters related to the spin-off (including estimated value
of the business and assets planned to be transferred to the
existing company or new
company.The total number of shares to be acquired by the spun-off company
or its shareholders, and their respective types and no.Matters related to
the reduction, if any, in capital of the spun-off company)(note: not
applicable for announcements unrelated to spin-offs):N/A
22.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition:N/A
23.The plan after the merger and acquisition is completed:
This is to simplify the shareholding structure of Ruiyou Green Energy and
Ruibai Green, and will not affect the shareholders' rights and interests of
REIJU Construction.
24.Other important terms and conditions:None
25.Other major matters related to the mergers and acquisitions:None
26.Any objections from directors to the transaction:None
27.Information on interested directors involved in the mergers
and acquisitions:None
28.Whether the transaction involved in change of business model:None
29.Details on change of business model:N/A
30.Details on transactions with the counterparty for the past year
and the expected coming year:N/A
31.Source of funds:N/A
32.Any other matters that need to be specified:
If it is necessary to change the merger base date, or if the execution
progress of the merger plan and the expected completion schedule
are overdue, authorize the chairman of the company and the chairman
of Ruiyou Green Energy and Ruibai Green to view the actual situation.
Circumstances and needs shall be dealt with as necessary.
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