Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063)
And
Of all shareholders of Anhui wanwei Wansheng new materials Co., Ltd
Supplementary agreement to the agreement on issuing shares to purchase assets
February, 2002
Supplementary agreement to the agreement on issuing shares to purchase assets
This supplementary agreement to the agreement on issuing shares to purchase assets (hereinafter referred to as “this Agreement”) was signed by the following parties in Chaohu City, Anhui Province on February 9, 2022: Party A: Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) Address: No. 56, Chaowei Road, Chaohu City, Anhui Province Party 1: Anhui wanwei Group Co., Ltd. address: No. 56, wanwei Road, Chaohu City, Anhui Province Party 2: Anhui Anyuan innovation venture capital fund Co., Ltd
Address: room 527, building E1, phase II, innovation and entrepreneurship Park, high tech Zone, Hefei
Party B three: Wang Bichang’s ID number: 332625196412296211 Party B four: Lu Hanming ID number: 330402196512131214 Party B five:
Shen Yajuan ID number ID number 330421196712121247 ID number ID six: Tong Chuntao ID number: 130102197202060335 Party B seven: Lin Ren Lou ID number: 332625197905295879 Party B eight: Yao Xianping ID card number: 330402198311120964 Party B nine: Zhang Hongfen ID card: 330421196704071227 Party B ten: Fang hang identity card No.
ID number: ID number 432930198112221453 ID twelve: Hu Liang fast ID number: 330227197211087716 Party B thirteen: Xie Xianhu ID number: 332625197512306514 Party B fourteen: Yi Xinhua identity card number: 130321197803026212
Unless otherwise defined in this agreement, the words under this Agreement have the same definitions as the corresponding words under the agreement on issuing shares to purchase assets signed by both parties on August 10, 2021. Whereas:
1. On August 10, 2021, both parties signed the agreement on issuing shares to purchase assets with all shareholders of Anhui wanwei Fusheng new materials Co., Ltd. (hereinafter referred to as the “agreement on issuing shares to purchase assets”), which agreed that Party A would issue shares to Party B to purchase 100% equity of wanwei Fusheng held by Party B.
2. The agreement on purchasing assets by issuing shares stipulates: “both parties confirm that the valuation of the underlying assets shall be based on the evaluation report issued by the asset evaluation institution with securities and futures business qualification and filed by the competent State-owned Assets Supervision and administration institution or its authorized unit. The benchmark date of evaluation is June 30, 2021 (” benchmark date “). Both parties agree that on this basis, both parties will sign a supplementary agreement to confirm the pricing of the subject assets. ” Now both parties agree to adjust the base date of audit and evaluation of the subject assets to December 31, 2021.
3. According to the asset appraisal report on the value of all shareholders’ equity of Anhui wanwei Fusheng New Material Co., Ltd. (hereinafter referred to as the “appraisal report”) involved in the purchase of assets by Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) proposed shares (wzlgxbz (2022) No. 108 issued by Anhui Zhonglian Guoxin Asset Appraisal Co., Ltd. on the base date of December 31, 2021 , the appraisal value of the subject asset is 794 million yuan.
In view of this, through friendly negotiation, both parties hereby reach the following agreement:
1. According to the appraisal report (wzlgxb Zi (2022) No. 108) issued by Anhui Zhonglian Guoxin Assets Appraisal Co., Ltd. on the base date of December 31, 2021, the appraisal value of the subject asset is 794 million yuan. On this basis, the two sides negotiated and determined that the transaction price of the subject asset is 795 million yuan.
2. Both parties agree that Party A shall issue shares to Party B at the price agreed in article 2.2 of the agreement on issuing shares to purchase assets. During the period from the pricing base date to the issue date, if Party A distributes dividends, gives bonus shares, increases share capital, issues new shares or allots shares and other ex rights and ex interests, the issue price will be adjusted accordingly.
3. Both parties agree that Party A shall purchase 100% of the equity of wanwei Wansheng held by Party B by issuing shares (the transaction consideration is 795 million yuan). The total number of shares issued by Party A to Party B is 184027777 shares, which shall be subject to the number of shares finally approved by China Securities Regulatory Commission. If the issue price is adjusted according to clause 2.2 of the agreement on the purchase of assets by issuing shares, the number of shares issued by Party A to Party B will be adjusted accordingly according to the adjusted issue price. 4. Both parties understand and agree that this Agreement constitutes a supplement to the agreement on issuing shares to purchase assets; In case of any inconsistency between the agreement on issuing shares to purchase assets and this agreement, this Agreement shall prevail; Where there is no agreement in this agreement, the relevant provisions of the agreement on issuing shares to purchase assets shall still apply. 5. This Agreement shall be established as of the date of signature and seal by both parties, and shall come into force as of the effective date of the agreement on issuing shares to purchase assets. 6. This agreement is made in eighteen copies, each of which has the same legal effect. Each party shall hold one copy, and the rest shall be used for relevant approval, registration or filing procedures.
