Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) board of directors
Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
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 requirements of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (hereinafter referred to as the “provisions on certain issues”), the board of directors of the company has carefully analyzed whether this transaction complies with the provisions of Article 4 of the provisions on certain issues and believes that:
1. The underlying assets of this transaction are 100% of the equity of Anhui wanwei Fusheng new materials Co., Ltd. (hereinafter referred to as “wanwei Fusheng”) held by the counterparty, and are not directly related to project approval, environmental protection, industry access, land use, planning, construction and other related approval matters; The relevant approval matters involved in this transaction have been disclosed in detail in the report on the relevant progress and the situations that need to be submitted for approval, and special tips have been given on the risks that may not be approved.
2. The company plans to purchase 100% equity of wanwei Wansheng through this transaction. Before the board of directors of the company convened the board of directors on this transaction and announced the resolution, there was no false capital contribution or affecting its legal existence of the assets to be purchased; The ownership of the underlying assets held by the counterparty is clear, there is no property right dispute or potential dispute, the equity of the underlying assets held by the counterparty is not pledged, frozen or has other third-party rights, and there is no legal obstacle to the transfer of relevant equity. The counterparty has made a commitment to the above matters and will not hinder the transaction process.
3. This transaction is conducive to improving the integrity of the company’s assets and maintaining the independence of the company in terms of personnel, procurement, production, sales and intellectual property rights.
4. This transaction will help the company improve its financial situation, enhance its sustainable profitability, highlight its main business and enhance its ability to resist risks, enhance its independence, reduce related party transactions and avoid horizontal competition. In conclusion, the board of directors of the company believes that this transaction complies with the provisions of Article 4 of the provisions on certain issues.
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 on the compliance of this transaction with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies) Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) board of directors, February 9, 2022
