Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) board of directors
The transaction complies with the measures for the administration of major asset restructuring of listed companies
Description of Articles 11 and 43
Anhui Xianwei Investment Group Co., Ltd. (hereinafter referred to as “Anhui Xianwei Group Co., Ltd.”, Wang Yanfeng Group Co., Ltd., “Anhui Yanhui Group Co., Ltd.”, Yao renjuan Co., Ltd. (hereinafter referred to as “Anhui Yanhui Group Co., Ltd.”), or “Anhui Yanhui Group Co., Ltd.”, or “Anhui Yanhui Investment Group Co., Ltd.”, or “Anhui Yanhui Group Co., Ltd.”, and 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 complies with the relevant provisions of Article 11 and Article 43 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), as follows:
1、 This transaction complies with the relevant provisions of Article 11 of the reorganization management measures
(I) this transaction complies with the national industrial policies and the provisions of laws and administrative regulations on environmental protection, land management and antitrust;
(II) this transaction will not cause the listed company to fail to meet the conditions for stock listing;
(III) the asset pricing involved in this exchange is fair, and there is no situation that damages the legitimate rights and interests of listed companies and shareholders;
(IV) the ownership of assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal;
(V) this transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may lead to the main assets of the listed company being cash or no specific business after the reorganization;
(VI) this transaction is conducive to the company’s independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies; (VII) this transaction is conducive to the company to maintain a sound and effective corporate governance structure.
In conclusion, this transaction complies with the relevant provisions of Article 11 of the reorganization management measures.
2、 This transaction complies with Article 43 of the reorganization management measures
(I) this transaction is conducive to improving the quality of the company’s assets, improving its financial situation and enhancing its sustainable profitability, reducing related party transactions, avoiding horizontal competition and enhancing its independence;
(II) the financial accounting report of the company for the most recent year has been issued with an unqualified audit report by a certified public accountant; (III) the listed company and the current directors and senior managers of the listed company are not under investigation by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations;
(IV) the assets purchased by the listed company by issuing shares are operating assets with clear ownership and can complete the ownership transfer procedures within the agreed time limit;
(V) there is no violation of other conditions stipulated by the CSRC in this transaction.
To sum up, this transaction complies with the relevant provisions of Article 43 of the reorganization management measures.
It is hereby explained.
(no text below)
(there is no text on this page, which is the seal page of the Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) board of directors’ statement that this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies) Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) board of directors, February 9, 2022
