Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) independent director
Opinions of independent directors on relevant matters of the 13th session of the 8th board of directors of the company
Prior approval opinion
As Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) independent directors, we are prudent and responsible in accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the Listing Rules of Shanghai Stock Exchange and the articles of association of the China Securities Regulatory Commission, Carefully reviewed the relevant plans and documents on the company’s issuance of shares, purchase of assets, raising of matching funds and related party transactions (hereinafter referred to as “the transaction”) to be submitted to the 13th meeting of the 8th board of directors of the company for deliberation, and issued the following prior approval opinions:
1. 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 jointly hold 100% equity of Anhui wanwei Changsheng new materials Co., Ltd. (hereinafter referred to as “wanwei Changsheng”) and plan to issue shares to wanwei group to raise supporting funds in the form of pricing. After the completion of this transaction, wanwei Changsheng will become a wholly-owned subsidiary of the company. The counterparties of the company’s purchase of assets by issuing shares this time include wanwei group and Anyuan venture capital. Among them, wanwei group is the controlling shareholder of the company. Within the first 12 months of this transaction, Anyuan venture capital was a joint-stock company of the company. According to the stock listing rules of Shanghai Stock exchange, this transaction is a transaction between the company and related parties, which constitutes a related party transaction.
2. This transaction complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, other relevant laws and regulations, the provisions of normative documents issued by the CSRC and the provisions of the articles of association. 3. The company complies with the substantive conditions for issuing shares, purchasing assets, raising supporting funds and related party transactions stipulated in the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations and normative documents. The report on Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft), as well as the agreement on issuing shares to purchase assets, the share subscription agreement, the supplementary agreement to the agreement on issuing shares to purchase assets, and the performance compensation agreement on issuing shares to purchase assets signed by the company and the counterparty comply with relevant laws, regulations Provisions of normative documents. The transaction plan of the company is reasonable, feasible and operable.
4. This transaction is conducive to improving the asset quality and sustainable profitability of the company, enhancing the sustainable operation ability and core competitiveness of the company, and is fundamentally in line with the interests of all shareholders of the company, especially the interests of minority shareholders.
In conclusion, we agree to submit the report on Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) and other proposals related to this transaction to the 13th meeting of the 8th board of directors of the company for deliberation.
Mm / DD / 2022
