Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063)
Comparison of differences between the report (Draft) on issuing shares to purchase assets and raising supporting funds and related party transactions and the plan
Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) (hereinafter referred to as “the company” or ” Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) “) held the sixth meeting of the eighth board of directors on August 10, 2021, and deliberated and adopted the proposal on and its summary. On August 12, 2021, the company disclosed the plan for Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) issuing shares to purchase assets and raising supporting funds and related party transactions. On August 28, 2021, the company disclosed the revised plan for Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) issuing shares to purchase assets and raising supporting funds and related party transactions (Revised Draft) (hereinafter referred to as the “reorganization plan”) in accordance with the inquiry letter on information disclosure of the plan for Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) issuing shares to purchase assets made by Shanghai Stock Exchange (SSE Gong Han [2021] No. 2680).
The company has prepared the report on Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) issuing shares to purchase assets and raising matching funds and related party transactions (Draft) (hereinafter referred to as the “reorganization report”) for this transaction in accordance with the requirements of relevant laws and regulations, which was deliberated and adopted at the 13th meeting of the eighth board of directors on February 9, 2022. Now, the main differences between the reorganization report and the reorganization plan are described as follows:
Description of main differences in the contents of the reorganization report and the reorganization plan
Statement of listed companies the statement of listed companies updates the statement of listed companies.
The counterparty declares that there is no difference.
The securities service organization declares that there is no statement of new securities service organization.
New interpretation.
1. According to the audit and evaluation results, the relevant financial data, evaluation pricing and transaction data involved are updated (including the pricing of the subject matter, the number of shares issued, etc.); 2. According to the performance compensation agreement signed between the listed company and the counterparty, the restructuring report updates the tips on major performance matters, tips on major events, commitment compensation and other relevant contents;
3. Updated and disclosed the impact of this transaction on the listed company;
4. According to the progress of transaction approval, the reorganization report updates the approval procedures that have been performed and yet to be performed in the implementation of the transaction plan;
5. Supplemented, updated and disclosed the commitments issued by all parties to the restructuring, and added the diluted immediate return of the restructuring and relevant filling measures;
6. Updated and disclosed the arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring.
Major risk alert major risk alert updates the risks related to this transaction and the risks related to the underlying assets.
1. According to the audit and evaluation results, the relevant evaluation, pricing and transaction data involved are updated;
2. Updated the decision-making procedures and approval procedures that have been performed and Chapter I overview of the transaction according to the restructuring progress;
3. Supplement the performance commitment arrangement according to the profit compensation agreement;
4. Updated and disclosed the impact of this transaction on listed companies.
Chapter II basic information of listed companies Chapter II listed companies have basically updated the legal compliance and integrity of listed companies.
1. Supplemented and disclosed the historical evolution, main business development, property right relationship structure chart, Chapter III basic information of the counterparty, Chapter III Basic subordinate enterprises and main financial indicators of the counterparty; Situation 2. Updated and disclosed the related relationship between each counterparty and the listed company;
3. Other information related to the counterparty.
1. Supplemented the equity transfer, capital increase and decrease, restructuring and evaluation of the subject assets in the last three years;
2. Updated and disclosed the property right control relationship of the subject company;
3. Supplemented the ownership status, external guarantee and main liabilities of the subject company’s main assets; 4. Updated the technology research and development of the target company; 5. Supplementary disclosure of the main accounting figures during the reporting period Chapter IV basic information of the transaction object Chapter IV basic basis and financial indicators of the transaction object, accounting policies and relevant accounting treatment during the reporting period;
6. Supplementary disclosure of whether the underlying asset is a controlling right, the consent of other shareholders of the company or the preconditions for transfer specified in the articles of association, and the major asset restructuring in the last three years, The project approval, environmental protection, industry access, land use, planning, construction and other related matters involved, The occupation of non operating funds and the transfer of creditor’s rights and debts and personnel resettlement involved in the acquisition of assets.
Chapter V evaluation of subject assets Chapter V pre evaluation of subject assets according to the evaluation report of the subject company, the evaluation of the subject assets and the proposed pricing are supplemented. The board of directors analyzes the rationality of the valuation and the fairness of the pricing of the assets to be purchased
Information such as the opinions of the board of directors and independent directors on the transaction evaluation matters.
1. Updated the specific situation of issuing shares to purchase assets; 2. Supplementary disclosure of the amount of the matching funds raised this time and its proportion in the total transaction amount, the issuance of shares in Chapter VI of the matching funds raised, the necessity of issuing shares in Chapter VI, and the internal control system for the management and use of the matching funds raised this time, The remedial measures for the failure of raising supporting funds this time, and the explanation that the predicted cash flow does not include the income brought by the investment of raising supporting funds when the income method is adopted for the evaluation of the transaction object.
There is no chapter VII. The impact of this transaction on the merger of this part into other chapters in the previous restructuring report is disclosed.
Chapter VII there is no new chapter in the main of this transaction, which supplements the main contracts of this transaction. Want a contract
There is no new chapter in Chapter 8 on the compliance of this transaction, which supplements the compliance analysis of this transaction.
Chapter IX management discussion and no new chapter is added to supplement the management discussion and analysis. analysis
A new chapter is added to supplement Chapter 10 financial accounting information of the subject company in the last two years. There are no financial statements and consolidated financial statement data of Listed Companies in the last two years.
Chapter XI horizontal competition and new chapters supplement the impact of this transaction on the related party transactions of listed companies without horizontal competition, and the impact of this transaction on the related party transactions of listed companies.
Chapter 12 risk factors Chapter 8 risk factors updates the risks and underlying assets related to this transaction
