Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) board of directors
Notes on the completeness and compliance of the legal procedures for the issuance of shares, the purchase of assets, the raising of supporting funds and related party transactions, and the effectiveness of the legal documents submitted
Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) (hereinafter referred to as “the 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 Hanming, 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”).
The company has complied with the company law, the securities law, the measures for the administration of major asset reorganization of listed companies, the measures for the administration of acquisition of listed companies, the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies, and the standards for the content and format of information disclosure of companies offering securities to the public No. 26 – major asset reorganization of listed companies The provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, such as the stock listing rules of Shanghai Stock Exchange, the guidelines for self-regulation and supervision of listed companies of Shanghai Stock Exchange No. 6 – major asset reorganization, have fulfilled the necessary legal procedures at this stage for matters related to this transaction, which are complete, legal and effective.
1、 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
1. During the preliminary negotiation between the company and the counterparty on this transaction, necessary and sufficient confidentiality measures have been taken to limit the scope of relevant sensitive information.
2. According to the provisions of the measures for the administration of major asset restructuring of listed companies, the company has signed the confidentiality agreement with the hired independent financial consultants, law firms, accounting firms, asset appraisal companies and other intermediaries, and all intermediaries have taken necessary and sufficient confidentiality measures to limit the scope of relevant sensitive information.
3. The company and various intermediaries have fully demonstrated the transaction plan, communicated with the counterparty of the transaction, and formed a preliminary plan; In accordance with the requirements of relevant laws, regulations and normative documents, the company has prepared the draft report and summary of this transaction, as well as other documents required by Shanghai Stock Exchange and China Securities Regulatory Commission.
4. The company registered the insiders involved in this transaction and reported the list of insiders to Shanghai Stock Exchange.
5. On August 10, 2021, the company held the sixth meeting of the eighth board of directors, deliberated and approved the proposal on and its summary and other proposals related to this transaction. The related directors of the company avoided voting on relevant proposals, and the independent directors approved the transaction in advance and expressed independent opinions.
6. The company signed the agreement on issuing shares to purchase assets and the share subscription agreement with conditional effect with the counterparty, and agreed on the transaction scheme, underlying assets, pricing principles and subscription of supporting raised funds of this transaction.
7. On February 9, 2022, the company held the 13th meeting of the 8th board of directors, deliberated and approved the proposal on and its abstract and other proposals related to this transaction. The related directors of the company avoided voting on relevant proposals, and the independent directors approved the transaction in advance and expressed independent opinions.
8. The company and the counterparties signed the supplementary agreement to the agreement for purchasing assets by issuing shares and the performance compensation agreement for purchasing assets by issuing shares with conditional effect.
To sum up, the company has performed the necessary legal procedures at this stage in accordance with the requirements of relevant laws and regulations, regulatory provisions and the articles of association, and the performed procedures are complete, legal and effective. 2、 Notes on the validity of legal documents submitted by the company for this transaction
According to the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of the acquisition of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the standards for the content and format of information disclosure of companies offering securities to the public No. 26 – major asset restructuring of listed companies, and the stock listing rules of Shanghai Stock Exchange The board of directors and all directors of the company guarantee that the information disclosure and legal documents submitted by the company for this transaction are true, accurate and complete without false records Misleading statements or major omissions, and undertake to bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the information disclosure and legal documents submitted in this transaction.
The board of directors of the company believes that the company has performed the legal procedures required at the current stage for this transaction and complies with the relevant provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association. The contents of the legal documents submitted for this transaction are true, accurate, complete, legal and effective, and there are no false records, misleading statements or major omissions.
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 on the completeness and compliance of the legal procedures for the issuance of shares, the purchase of assets, the raising of matching funds and related party transactions and the effectiveness of the legal documents submitted)
Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) board of directors February 9, 2022
