Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) board of directors
Description of assets purchased and sold within 12 months before this transaction
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”).
According to the provisions of the measures for the administration of major asset restructuring of listed companies: “If a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. The asset transaction that has prepared and disclosed the asset restructuring report in accordance with the provisions of these measures need not be included in the scope of cumulative calculation. The cumulative period and amount of major asset restructuring stipulated by the CSRC in paragraph 1 of Article 13 of these measures If the scope is otherwise specified, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets. “
In the 12 months before this transaction, the asset transactions of the company are as follows:
On September 10, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the transfer of fund units and related party transactions of Anhui Anyuan Chuangxin venture capital fund Co., Ltd, It is agreed that the company will transfer its 10% equity of Anyuan venture capital (subscribed capital of 150 million yuan and paid in capital of 50 million yuan) to wanwei group at the price of 50 million yuan. On October 9, 2021, Anyuan venture capital completed the industrial and commercial change registration procedures for this equity transfer.
On January 24, 2022, the company held the 12th meeting of the 8th board of directors, deliberated and approved the proposal on investment in Shangdu Mingyuan Water Investment Co., Ltd., and agreed that the company would delist and acquire 75% of the equity of Shangdu Mingyuan Water Investment Co., Ltd. with its own capital of 54.553373 million yuan. On December 28, 2021, the company signed the equity transfer agreement with the state owned assets supervision and Administration Commission of Shangdu county.
In addition to the above matters, the company has no other major asset transactions in the last 12 months. The above asset sales conducted by the company within 12 months before this transaction do not belong to the same or related assets as the subject assets purchased in this transaction. Therefore, there is no need to be included in the cumulative calculation when calculating whether this transaction constitutes a major asset reorganization.
It is hereby explained.
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(there is no text on this page, which is the seal page of Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) board of directors’ instructions on purchasing and selling assets within 12 months before this transaction)
Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) board of directors February 9, 2022
