Securities code: 600309 securities abbreviation: Wanhua Chemical Group Co.Ltd(600309) Announcement No.: Lin 2022-09 Wanhua Chemical Group Co.Ltd(600309)
Suggestive announcement on the listing and circulation time of restricted shares related to major asset restructuring
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Basic information of restricted shares
On September 10, 2018, the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) issued to Wanhua Chemical Group Co.Ltd(600309) (hereinafter referred to as ” Wanhua Chemical Group Co.Ltd(600309) ” or “the company”) the reply on approving Wanhua Chemical Group Co.Ltd(600309) to issue shares to Yantai Guofeng Investment Holding Co., Ltd. and other companies to absorb and merge Yantai Wanhua Chemical Co., Ltd. (zjxk [2018] No. 1449), Approve the company to issue 1715990206 shares to Yantai Guofeng Investment Holding Co., Ltd. and other five counterparties to absorb and merge Yantai Wanhua Chemical Co., Ltd. (hereinafter referred to as “absorption and merger” or “major asset reorganization”).
According to the certificate of securities change registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, the company has completed the registration of shares issued in this merger on February 12, 2019, and the 1715990206 A-share shares issued have been registered in the names of five counterparties such as Yantai Guofeng Investment Holding Co., Ltd. Meanwhile, the Wanhua Chemical Group Co.Ltd(600309) 1310256380 shares held by Yantai Wanhua Chemical Co., Ltd. have been cancelled. After the merger transaction is completed, the total share capital of Wanhua Chemical Group Co.Ltd(600309) is changed to 3139746626 shares.
After the merger, Wanhua Chemical Group Co.Ltd(600309) non-public offering objects and the number of shares issued are as follows:
No. number of shares issued by issuing object (shares)
Yantai Guofeng Investment Holding Co., Ltd
1 (renamed as Yantai Guofeng Investment Holding Group Co., Ltd., hereinafter referred to as “Guofeng investment”)
Prime Partner International Limited
2 336042361 (Chinese Name: synth International Holdings Limited, hereinafter referred to as “synth”)
No. number of shares issued by issuing object (shares)
International “)
3 Yantai Zhongcheng Investment Co., Ltd. (hereinafter referred to as “Zhongcheng investment”) 330379594
Shenzhen Zhongxin Venture Capital Co., Ltd
4 (renamed as: Ningbo zhongkaixin Venture Capital Co., Ltd., 301808357, hereinafter referred to as “zhongkaixin”)
5 Beijing Dejie Huitong Technology Co., Ltd. (hereinafter referred to as “Dejie Huitong”) 69995240
Total 1715990206
According to relevant agreements and commitment letters, the total 1715990206 non-public shares of the company obtained by the above five counterparties shall not be transferred within 36 months from the date of completion of the issuance.
2、 Changes in the number of share capital of the company since the formation of the restricted shares
In February 2019, the company completed the share registration of the merger and acquisition transaction, and the total share capital of the company was changed to 3139746626 shares, including 1423756420 shares with unlimited sales conditions and 1715990206 shares with limited sales conditions.
As of the disclosure date of this announcement, the company had no share allotment, conversion of provident fund into share capital and other matters, and the number of share capital and restricted shares of the company had not changed.
3、 Commitments related to the listing and circulation of restricted shares
Content promised by the promisor
After the completion of this offering, the newly added shares of the listed company subscribed by the company shall not be transferred (including but not limited to public transfer through the securities market or through Guofeng investment and transfer) or entrust others to manage the shares of the listed company held by the company within 36 months from the date of completion of this offering. However, the transfer or free transfer of the aforesaid shares between different entities controlled by the same real synthetic international and international controller is not subject to the above-mentioned lock-in period. However, Zhongcheng investment and the transferee shall still abide by the laws, regulations, normative documents, relevant zhongkaixin and regulations of the business rules of Shanghai Stock Exchange, the regulatory opinions of China Securities Regulatory Commission or the commitments of this commitment letter.
After the expiration of the 36 month lock period of Dejie Huitong, the above-mentioned new shares will not be unlocked until the company has fulfilled its compensation obligations.
Within 6 months after the completion of this offering, if the closing price of the shares of the listed company is lower than that for 20 consecutive trading days
Content promised by the promisor
If the issue price or the closing price at the end of six months after the completion of the issue transaction is lower than the issue price, the lock-in period of the shares of the listed company held by the company shall be automatically extended for at least six months, and then it shall be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
Before the expiration of the above lock-in period, the company promises that 50% of the total shares of the listed company obtained due to this merger will not be pledged (i.e. the maximum pledge proportion will not exceed 50%).
From the date of completion of the issuance of the above-mentioned new shares to the date of expiration of the above-mentioned lock-in period, if the shares obtained by the company based on this merger change the share capital due to the equity distribution of the listed company and the conversion of provident fund into share capital, the involved shares shall also comply with the above provisions.
In addition to the above commitments, the company shall also comply with the provisions of laws, administrative regulations, departmental rules, normative documents, business rules and implementation rules of Shanghai Stock Exchange and the latest regulatory opinions of the CSRC. If the above locking period is inconsistent with the above provisions or the latest regulatory opinions of the CSRC, The company promises to make corresponding adjustments in accordance with the above provisions or the latest regulatory opinions of the CSRC. After the expiration of the above lock-in period, the shares of the listed company held by the company will be transferred in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
According to the above commitments, the non-public shares of the company acquired by the five counterparties shall not be transferred within 36 months from the date of completion of the issuance. After the expiration of the 36 month lock period, the above-mentioned new shares will not be unlocked until the five counterparties have fulfilled their compensation obligations.
4、 Expected completion of performance commitments
According to the performance commitment compensation agreement and the supplementary agreement to the performance commitment compensation agreement signed by the company and five counterparties, the performance compensation period of Wanhua Chemical Group Co.Ltd(600309) by the performance commitment Party of this absorption and merger is 2018, 2019, 2020 and 2021, and it is promised to realize a cumulative net profit of 11805244500 yuan from 2018 to 2021. According to the special explanation report on the realization of the performance commitment of the subject assets of major asset restructuring issued by Deloitte Huayong Certified Public Accountants (special general partnership), the cumulative net profit realized by the performance commitment assets from 2018 to 2020 was 10535.4621 million yuan.
According to the pre increase announcement of 2021 annual performance issued by the company, the net profit attributable to shareholders of Listed Companies in 2021 is expected to be 24 billion yuan to 25.2 billion yuan. It is comprehensively estimated that the performance commitment assets from 2018 to 2021 can realize the promised cumulative net profit, and the specific data will be subject to the special explanation report issued by the subsequent accountants.
5、 Suggestive explanation on the listing and circulation time of restricted shares
Within four months after the end of each fiscal year during the performance compensation period, the company shall employ an accounting firm with securities and futures business qualification to audit the accumulated net profit of performance commitment assets and issue a special explanation report. The issuance time of the special explanation report shall not be later than the issuance time of the corresponding annual audit report of the company. The five counterparties shall undertake corresponding compensation obligations according to the results of the special description report and compensate in accordance with the compensation method agreed in the agreement (if necessary). After the expiration of the compensation period, the company shall employ an accounting firm with securities and futures business qualification to conduct impairment test on the performance commitment assets, and issue the corresponding impairment test audit report within 30 working days after the issuance of the company’s annual audit report in the last year of the performance compensation period. The five counterparties shall, with reference to the compensation procedures agreed in the agreement, perform the above compensation obligations for the impairment of performance commitment assets (if necessary) within 30 working days after the formal issuance of the impairment test review report.
Therefore, a total of 1715990206 non-public shares of the company acquired by five counterparties will not be listed and circulated for 36 months from the date of issuance (i.e. February 12, 2022). After the accounting firm hired by the company issues the special explanation report and impairment test review report on the realization of performance commitments in 2021, and the company confirms that the five counterparties have fulfilled their compensation obligations or do not need to fulfill their compensation obligations, the company will timely submit the application for the listing and circulation of restricted shares to Shanghai Stock Exchange and fulfill the obligation of announcement. It is hereby announced.
Wanhua Chemical Group Co.Ltd(600309) February 9, 2022
