Securities code: 600063 stock abbreviation: Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) No.: pro 2022-004 Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063)
Announcement on the resolutions of the 13th session of the 8th board of directors
The board of directors and all directors of the company guarantee that there is no false record in the contents of this announcement
Contain, misleading statements or major omissions, and be responsible for the authenticity, accuracy and accuracy of their contents
Individual and joint liability for integrity
1、 Meetings of the board of directors
Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) the 13th meeting of the eighth session of the board of directors was held in the conference room on the third floor of the East office building of the company on February 9, 2022. 8 directors should attend the meeting and 8 actually attended the meeting. The meeting was presided over by Mr. Wu Fusheng, and the supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The convening and procedures of this meeting comply with the relevant provisions of the company law and the articles of association. After full discussion, the meeting voted by open ballot and considered and adopted various proposals of the meeting. 2、 Deliberations of the board meeting
(I) the proposal on the compliance of the company’s issuance of shares to purchase assets and the raising of matching funds and related party transactions with the provisions of relevant laws and regulations was deliberated and adopted. (6 in favor, 0 against, 0 abstention, and related directors Wu Fusheng and Zhang Zhenghe abstained from voting)
In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the Administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations, After self-examination and demonstration of the actual situation and related matters of the company, the board of directors of the company believes that the issue of shares to buy assets and raise supporting funds meets the conditions for non-public offering of shares by listed companies and the relevant provisions of major asset restructuring, and meets the substantive conditions for issuing shares to buy assets and raise supporting funds.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on the specific plan for the company to issue shares to purchase assets and raise supporting funds and related party transactions was deliberated and adopted item by item. (6 in favor, 0 against, 0 abstention, and related directors Wu Fusheng and Zhang Zhenghe abstained from voting)
This transaction includes issuing shares to purchase assets and raising supporting funds. The company plans to purchase Anhui wanwei Group Co., Ltd. (hereinafter referred to as “wanwei group”), Anhui Anyuan innovation venture capital fund Co., Ltd. (hereinafter referred to as “Anyuan venture capital”), Wang Bichang, Lu Hamming, Shen Yajuan, Tong Chuntao, Lin Renlou, Yao Xianping, Zhang Hongfen, Fang hang, Xie Dongming, Hu liangkuai Xie Xianhu and Yi Xinhua (hereinafter collectively referred to as the “counterparty”) jointly hold 100% equity of Anhui wanwei Rongsheng new materials Co., Ltd. (hereinafter referred to as “wanwei Rongsheng”). After the completion of this transaction, wanwei Changsheng will become a wholly-owned subsidiary of the company.
At the same time, the company plans to issue shares to wanwei group in the form of pricing to raise supporting funds. The number of shares issued shall not exceed 30% of the total share capital of the company before this transaction, and the total amount of supporting funds raised shall not exceed 100% of the transaction price of purchasing assets by issuing shares in this transaction.
The raising of supporting funds is based on the implementation of the purchase of assets by issuing shares, but the purchase of assets by issuing shares is not based on the implementation of the raising of supporting funds. The success of the final raising of supporting funds will not affect the implementation of the purchase of assets by issuing shares.
1. Type and par value of issued shares (6 in favor, 0 against, 0 abstention, and related directors Wu Fusheng and Zhang Zhenghe abstained from voting)
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Issuance method and object (6 in favor, 0 against, 0 abstention, and related directors Wu Fusheng and Zhang Zhenghe abstained from voting)
The issuance method of this transaction is to issue shares to specific objects. The objects of issuing shares are wanwei group, Anyuan venture capital, Wang Bichang, Lu Hamming, Shen Yajuan, Tong Chuntao, Lin Renlou, Yao Xianping, Zhang Hongfen, Fang hang, Xie Dongming, Hu liangkuai, Xie Xianhu and Yi Xinhua.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. Benchmark date and issue price of asset purchase price by issuing shares (6 in favor, 0 against, 0 abstention, and related directors Wu Fusheng and Zhang Zhenghe abstained from voting)
In this transaction, the pricing benchmark date of issuing shares to purchase assets is the announcement date of the resolution of the first meeting of the board of directors (i.e. the sixth meeting of the eighth board of directors) of the company to consider matters related to this transaction. According to the relevant provisions of the reorganization management measures: the price of shares issued by a listed company shall not be lower than 90% of the market reference price. The market reference price is one of the average trading prices of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets by issuing shares this time.
The details of the average stock trading price 20 trading days, 60 trading days and 120 trading days before the company’s pricing benchmark date are shown in the table below: the average stock trading price is calculated as 90% (yuan / share) of the average trading price of the interval trading price (yuan / share)
20 trading days 5.64 5.08
60 trading days 5.11 4.60
120 trading days 4.80 4.32
After discussion and decision by all parties to the transaction, the price of the shares issued this time selects the average stock trading price of 120 trading days before the announcement date of the resolution of the first board meeting of the reorganization as the market reference price, and the issue price is 90% of the market reference price, which is 4.32 yuan / share.
During the period from the pricing base date to the issuance date, if the company implements ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with the relevant rules of Shanghai Stock Exchange. The adjustment formula is as follows:
Distribution of stock dividends or conversion of capital reserve into share capital: P1 = P0 / (1 + n);
Allotment: P1 = (P0 + a) × k）/(1+k)；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k）/(1+n+k)；
Cash dividend: P1 = P0 − D;
The above three items are carried out simultaneously: P1 = (P0 − D + a) × k）/(1+n+k)；
Where: P0 is the effective issue price before adjustment, n is the share offering rate or share capital conversion rate, K is the share allotment rate, a is the share allotment price, D is the cash dividend per share, and P1 is the effective issue price after adjustment.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. Price adjustment mechanism (6 in favor, 0 against, 0 abstention, and related directors Wu Fusheng and Zhang Zhenghe abstained from voting)
In order to cope with the possible adverse impact of the company’s share price fluctuation on this transaction caused by the overall fluctuation of the capital market and the change of the capital market performance of Listed Companies in the industry in which the company is located, according to the relevant provisions of the reorganization management measures, the price adjustment scheme of this issuance is as follows:
(1) Adjustment object of issue price adjustment scheme
The adjustment object of the issue price adjustment scheme is the issue price of the assets purchased by the issued shares.
(2) Effective conditions for issuing price adjustment scheme
The company’s general meeting of shareholders deliberated and approved the price adjustment plan.
(3) Price adjustment period
From the announcement date of the resolution of the general meeting of shareholders of the company approving the purchase of assets by issuing shares to the date when the purchase of assets by issuing shares is approved by the CSRC (excluding the date of approval).
(4) Trigger condition
Under any of the following circumstances, the company has the right to convene the board of directors to adjust the issue price once:
① Trigger conditions for downward price adjustment
A. During the price adjustment period, the Shanghai Composite Index (00000 1. SH) has at least 20 trading days in the 30 consecutive trading days before any trading day compared with the first board of directors of the listed company
The closing points of the trading day before the announcement date of the resolution (August 11, 2021) fell by 20% or more; In addition, the stock price of the company has at least 20 trading days in the 30 consecutive trading days before any trading day, which is 20% or more lower than the closing price of the trading day before the date of announcement of the company’s resolution;
B. During the price adjustment period, the Shanghai Stock Exchange industrial index (00000 4. SH) has at least 20 trading days in 30 consecutive trading days before any trading day, with a decrease of 20% or more than the closing points on the trading day before the announcement date of the resolution of the company’s first board of directors (August 11, 2021); In addition, the stock price of the company has at least 20 trading days in 30 consecutive trading days before any trading day, which is 20% or more lower than the closing price of the trading day before the announcement date of the resolution of the first board of directors.
② Trigger conditions for upward price adjustment
A. During the price adjustment period, the Shanghai Composite Index (00000 1. SH) has at least 20 trading days in 30 consecutive trading days before any trading day, with an increase of 20% or more than the closing points on the trading day before the announcement date of the resolution of the company’s first board of directors (August 11, 2021); And the stock price of the company has increased by 20% or more than the closing price of the trading day before the announcement date of the resolution of the first board of directors on at least 20 of the 30 consecutive trading days before any trading day;
B. During the price adjustment period, the Shanghai Stock Exchange industrial index (00000 4. SH) has at least 20 trading days in 30 consecutive trading days before any trading day, with an increase of 20% or more than the closing points on the trading day before the announcement date of the company’s first board resolution (August 11, 2021); In addition, the stock price of the company has increased by 20% or more than the closing price of the trading day before the announcement date of the resolution of the first board of directors on at least 20 of the 30 consecutive trading days before any trading day.
(5) Base date of price adjustment
The first trading day on which any one of the above triggering conditions ① or ② is triggered for the first time during the price adjustment period.
(6) Issue price adjustment mechanism
On any trading day during the price adjustment period, if the trigger conditions for price adjustment are met, the company has the right to convene the board of directors within seven trading days after the benchmark date of price adjustment to consider and decide whether to adjust the issue price of assets purchased by issuing shares according to the price adjustment plan. If the board of directors of the company deliberates and decides to adjust the issuance price, the issuance price of this issuance shall be adjusted to 90% of the average trading price of the company’s shares 20 trading days before the benchmark date of price adjustment (excluding the benchmark date of price adjustment). During the price adjustment period, the company will only adjust the issue price once. If the company has convened the board of directors to review and decide to adjust the issue price, and the price adjustment conditions are triggered again, it will not be adjusted. If the board of directors of the company decides not to adjust the issue price, it will not adjust the issue price in the future.
(7) Adjustment of the number of shares issued
The price of the underlying assets will not be adjusted, and the number of shares issued will be adjusted accordingly according to the adjusted issue price.
(8) Ex rights and ex interest matters from the base date of price adjustment to the date of issuance
From the base date of price adjustment to the date of issuance, if the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the adjusted issuance price and issuance quantity will be adjusted accordingly in accordance with the relevant rules of Shanghai Stock Exchange.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. Valuation of underlying assets (6 in favor, 0 against, 0 abstention, and related directors Wu Fusheng and Zhang Zhenghe abstained from voting)
According to the asset appraisal report on the value of all shareholders’ equity of Anhui wanwei Changsheng new materials Co., Ltd. (wzlgxb Zi (2022) No. 108) (hereinafter referred to as the “asset appraisal report”) related to the purchase of assets by Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) proposed shares issued by Anhui Zhonglian Guoxin Asset Appraisal Co., Ltd., with December 31, 2021 as the benchmark date, The appraisal value of 100% equity of the underlying asset is RMB 794 million. Based on the appraisal value in the asset appraisal report mentioned above and determined by the company through negotiation with the counterparty, the transaction consideration to be paid by the company for the purchase of the subject assets is RMB 795 million, all of which shall be paid by issuing shares.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. Number of shares issued (6 in favor, 0 against, 0 abstention, and related directors Wu Fusheng and Zhang Zhenghe abstained from voting)
In this transaction, the transaction amount of 100% equity of wanwei Shensheng is 795 million yuan. Calculated according to the asset issuance price of 4.32 yuan / share, the number of shares issued to the counterparty is 184027777 shares. The number of shares issued corresponding to the purchase of assets by issuing shares accounts for 8.54% of the total share capital after this transaction.
From the pricing base date to the issue date, if the company has other ex rights and ex interests matters, the issue quantity will also be handled accordingly according to the issue price. The final number of shares issued in this transaction shall be subject to the number of shares approved by the general meeting of shareholders of the listed company and approved by the CSRC.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. Lock up period of shares issued this time (6 in favor, 0 against, 0 abstention, and related directors Wu Fusheng and Zhang Zhenghe abstained from voting)
Within 18 months from the date of completion of this transaction, wanwei group will not transfer the company’s shares held before this transaction in any way (the transfer between different subjects controlled by the same actual controller is not subject to the above 18 months), and the shares derived from the company’s shares held by wanwei group before this transaction, such as bonus shares The shares converted from capital reserve shall also comply with the above arrangement of share lock-in period.
