Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) board of directors
Explanation that there is no non-public offering of shares stipulated in Article 39 of the measures for the administration of securities issuance of Listed Companies in this transaction
Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) (hereinafter referred to as “listed company”) intends to issue shares to Anhui wanwei Group Co., Ltd. (hereinafter referred to as “wanwei group”), Anhui Anyuan innovation venture capital fund Co., Ltd., Wang Bichang, Lu Hamming, Shen Yajuan, Tong Chuntao, Lin Renlou, Yao Xianping, Zhang Hongfen, Fang hang, Xie Dongming, Hu liangkuai, Xie Xianhu Yixinhua and other 14 shareholders of Anhui wanwei Rongsheng new materials Co., Ltd. (hereinafter referred to as “wanwei Rongsheng”) purchased 100% equity of wanwei Rongsheng held by them and raised supporting funds from wanwei group (hereinafter referred to as “this transaction”).
After careful judgment, the board of directors of the company believes that this transaction does not have the following circumstances under which non-public issuance of shares is not allowed as stipulated in Article 39 of the measures for the administration of securities issuance of listed companies:
(I) there are false records, misleading statements or major omissions in the application documents for this issuance;
(II) the interests of the listed company have been seriously damaged by the controlling shareholder or actual controller and have not been eliminated;
(III) the listed company and its subsidiaries provide external guarantees in violation of regulations and have not been released;
(IV) the current directors and senior managers have been subject to administrative punishment by the CSRC in the last 36 months, or have been publicly condemned by the stock exchange in the last 12 months;
(V) the listed company or its current directors and senior managers are being filed for investigation by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations;
(VI) audit reports with qualified opinions, negative opinions or unable to express opinions on the financial statements of the most recent year and the first period issued by certified public accountants. Except that the material influence of the matters involved in the reserved opinion, negative opinion or unable to express the opinion has been eliminated or the issuance involves material reorganization;
(VII) other circumstances that seriously damage the legitimate rights and interests of investors and social and public interests.
It is hereby explained.
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Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) board of directors February 9, 2022
