Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) independent director
Independent opinions on relevant matters of the 13th session of the 8th board of directors of the company
In accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange and the articles of association of the CSRC, as Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) independent directors, we have carefully reviewed the sixth session of the eighth session of the company with a prudent and responsible attitude According to the relevant proposals and relevant materials of the 13th session of the 8th board of directors, we hereby express the following independent opinions on the issue of shares, the purchase of assets, the raising of supporting funds and related party transactions (hereinafter referred to as “this transaction”):
1. The company plans to purchase Anhui wanwei Group Co., Ltd. (hereinafter referred to as “wanwei group”), Anhui Anyuan innovation venture capital fund Co., Ltd. (hereinafter referred to as “Anyuan venture capital”), Wang Bichang, Lu Hamming, Shen Yajuan, Tong Chuntao, Lin Renlou, Yao Xianping, Zhang Hongfen, Fang hang, Xie Dongming, Hu liangkuai, Xie Xianhu Yixinhua holds 100% equity of Anhui wanwei Fusheng New Material Co., Ltd. (hereinafter referred to as “wanwei Fusheng”) and plans to issue shares to wanwei group to raise supporting funds in the form of pricing. After the completion of this transaction, wanwei Changsheng will become a wholly-owned subsidiary of the company. The counterparties of the company’s purchase of assets by issuing shares this time include wanwei group and Anyuan venture capital. Among them, wanwei group is the controlling shareholder of the company. Within the first 12 months of this transaction, Anyuan venture capital was a joint-stock company of the company. According to the stock listing rules of Shanghai Stock exchange, this transaction is a transaction between the company and related parties, which constitutes a related party transaction.
2. The relevant proposals involved in this exchange have been approved by us in advance before the company is submitted to the 6th and 13th meetings of the 8th board of directors for deliberation.
3. The relevant proposals involved in this exchange have been deliberated and adopted at the 6th and 13th meetings of the 8th board of directors of the company. The convening and convening procedures, voting procedures and methods of the board meeting comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The resolutions are legal and effective, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors.
4. The company complies with the substantive conditions for issuing shares, purchasing assets, raising supporting funds and related party transactions stipulated in the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations and normative documents. The report on Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft), as well as the agreement on issuing shares to purchase assets, the share subscription agreement, the supplementary agreement to the agreement on issuing shares to purchase assets, and the performance compensation agreement on issuing shares to purchase assets signed by the company and the counterparty comply with relevant laws, regulations Provisions of normative documents. The transaction plan of the company is reasonable, feasible and operable.
5. This transaction has engaged an appraisal institution that meets the provisions of the securities law of the people’s Republic of China to evaluate the underlying assets. The aforesaid appraisal institution is independent and has no relationship with the company and its affiliates; The transaction price refers to the results of the evaluation report issued by the evaluation institution and is determined through friendly negotiation by all parties to the transaction.
6. This transaction is conducive to enhancing the company’s competitiveness, improving the company’s sustainable profitability, improving the company’s financial situation and long-term sustainable development. The implementation of this transaction will not adversely affect the company’s independence or damage the interests of the company and its shareholders, especially small and medium-sized shareholders.
To sum up, the procedures of this transaction comply with laws and regulations and are open, fair and reasonable. This transaction is conducive to the development of the company’s business and the improvement of its performance, and will not damage the interests of the company and its shareholders, especially minority shareholders. We agree to this transaction and the arrangements made by the board of directors in connection with this transaction.
