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Statement
| 1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):Merger
2.Date of occurrence of the event:2021/11/04
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):
CHC Resources Corporation.(the surviving entity)
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):Mao Lian Enterprise Co., Ltd.(the dissolved entity)
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:
Mao Lian Enterprise Co., Ltd is the 100% owned subsidiary of
CHC Resources Corporation. In order to integrate enterprise
and improve operational efficiency, CHC Resources Corporation executes
a short-form merger in accordance with Article 19 of Business Mergers
and Acquisitions Act. The merger will not affect shareholders' equity
of CHC Resources Corporation.
7.Purpose of the merger and acquisition:
To integrate enterprise and improve operational efficiency.
8.Anticipated benefits of the merger and acquisition:
To simplify management, improve operational efficiency and enhance
competitiveness.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:No effect.
10.Follow-up procedures for mergers and acquisitions, including
the time and method of payment of the consideration for mergers
and acquisitions, etc.:NA
11.Types of consideration for mergers and acquisitions
and sources of funds:NA
12.Share exchange ratio and calculation assumptions:NA
(Mao Lian Enterprise Co., Ltd is the 100% owned subsidiary of CHC
Resources Corporation, there is no matters related to share exchange
ratio and calculation assumptions)
13.Whether the CPA, lawyer or securities underwriter issued
an unreasonable
opinion regarding the transaction:NA
14.Name of accounting, law or securities firm:NA
15.Name of CPA or lawyer:NA
16.Practice certificate number of the CPA:NA
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:NA
18.Estimated date of completion:
The date of the merger is set on 2021/12/22.
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:
All assets, liabilities and all rights and obligations as of the date of
merger shall be generally assumed by CHC Resources Corporation from
the merger effective date.
20.Basic information of companies participating in the merger:
CHC Resources Corporation�G
The company mainly engages in production and sales of Ground-Granulated
Blast-Furnace Slag and Granulated Blast-Furnace Slag Cement, steelmaking
by-product reutilization.
Mao Lian Enterprise Co., Ltd�G
The company mainly engages in property lease.
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):NA
22.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition:NA
23.The plan after the merger and acquisition is completed:None
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:NA
28.Whether the transaction involved in change of business model:None
29.Details on change of business model: NA
30.Details on transactions with the counterparty for the past year
and the expected coming year:NA
31.Source of funds:NA
32.Any other matters that need to be specified:None
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