Securities code: 601865 securities abbreviation: Flat Glass Group Co.Ltd(601865) Announcement No.: 2022-006
Flat Glass Group Co.Ltd(601865)
Announcement on the resolutions of the 15th meeting of the 6th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Flat Glass Group Co.Ltd(601865) (hereinafter referred to as “the company” or “the company”) sent the notice of convening the 15th meeting of the 6th board of directors to all directors, supervisors and senior managers of the company by e-mail and telephone on February 7, 2022, and held it in the conference room of the company by means of on-site and electronic communication on February 13, 2022. Seven directors should be present at this meeting, and there are actually seven directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Ruan Hongliang, chairman of the company. The convening and convening procedures of the meeting shall comply with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations and the articles of association. After full deliberation and effective voting by the directors attending the meeting, the following proposals were considered and adopted by open ballot:
1、 The proposal that this acquisition does not constitute a major asset restructuring and the termination of major asset restructuring procedures was deliberated and adopted
The sixth meeting of the board of directors on the purchase of major assets of the company was held on October 27, 2025, The company plans to purchase 100% equity of Anhui Dahua Oriental Mining Co., Ltd. (hereinafter referred to as “Dahua mining”) and 100% equity of Anhui Sanli Mining Co., Ltd. (hereinafter referred to as “Sanli mining”) held by Anhui fengsha Mining Group Co., Ltd. (hereinafter referred to as “this transaction”) by paying cash and assuming debt, After preliminary negotiation by all parties to the transaction, the estimated value of this transaction shall not exceed RMB 3650 million. The final transaction price shall be determined by all parties to the transaction through negotiation based on the evaluation and audit results. According to the audit report of the company in 2020 and the unaudited financial data of the target company in 2020, calculated with the upper limit of the estimated value of RMB 3650 million, it has met the major asset reorganization standard specified in Article 12 of the administrative measures for major asset reorganization of listed companies, which constitutes the major asset reorganization of listed companies.
Now the evaluation and audit of this transaction have been completed. The final transaction price of this transaction is determined as 3343947600 yuan through negotiation by all parties based on the audit and evaluation value.
According to the company’s 2020 audit report, the target company’s 2020 financial report audited by Deloitte Touche Tohmatsu (special general partnership) Nanjing Branch, and combined with the final total transaction price of this transaction, the relevant financial indicators of the target assets of this transaction are compared with the financial indicators of the company, All indicators do not exceed 50% of the company’s audited total assets, net assets and operating income in 2020, and do not meet the standard of major asset restructuring specified in Article 12 of the measures for the administration of major asset restructuring of listed companies.
After careful study, the board of Directors believes that this transaction does not constitute a major asset restructuring of the listed company and agrees to terminate this major asset restructuring procedure.
All independent directors have expressed “agreed” independent opinions on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
(see the website of Shanghai stock exchange for details) http://www.sse.com.cn. ）
2、 The proposal on the company’s acquisition of 100% equity of Anhui Dahua Dongfang Mining Co., Ltd. and Anhui Sanli Mining Co., Ltd. held by Anhui fengsha Mining Group Co., Ltd. was deliberated and adopted. According to the needs of the company’s strategic development, the company plans to pay cash and bear debts, The total transaction price for the purchase of 100% equity of Dahua mining and 100% equity of Sanli mining held by fengsha group is RMB 3343947600, including the equity transfer price paid for the transfer of the subject equity of RMB 2805 million and the debt owed by the subject company to fengsha group of RMB 538947600. The details are as follows:
According to the asset appraisal report on the appraisal project of the total equity value of the shareholders of Anhui Dahua Dongfang Mining Co., Ltd. Flat Glass Group Co.Ltd(601865) involved in the proposed equity acquisition (Kun yuan Ping Bao [2022] No. 24) and the asset appraisal report on the appraisal project of the total equity value of the shareholders of Anhui Sanli Mining Co., Ltd. Flat Glass Group Co.Ltd(601865) involved in the proposed equity acquisition issued by Kunyuan Asset Appraisal Co., Ltd (Kun yuan Ping Bao [2022] No. 25). As of the benchmark date, the appraisal value of the equity of the target companies Dahua mining and Sanli mining is 742738400 yuan and 20733005 yuan respectively. After negotiation between the transaction parties, the transfer price of 100% equity of Dahua mining is 740 million yuan, The transfer price of 100% equity of Sanli mining is RMB 2065 million. The total transfer price of the transferred subject equity of this transaction is RMB 2805 million;
According to the audit report of Anhui Dahua Oriental Mining Co., Ltd. (DNB (s) Zi (22) No. s0002) and the audit report of Anhui Sanli Mining Co., Ltd. (DNB (s) Zi (22) No. s0001) issued by Deloitte Huayong Certified Public Accountants (special general partnership) Nanjing Branch, as of the audit base date, The amount of borrowings from the target companies Dahua mining and Sanli mining to the shareholders of fengsha group was 469.518 million yuan and 69.4296 million yuan respectively. The parties to the transaction confirmed that the total debt commitment price paid by the company to fengsha group on behalf of Dahua mining and Sanli mining was 538947600 yuan.
With regard to the above transactions, the company has signed the equity transfer agreement and the supplementary agreement to the equity transfer agreement with the counterparty fengsha group and the target companies Dahua mining and Sanli mining on October 27, 2021 and February 13, 2022. The board of directors agreed and approved the above equity transfer agreement and the supplementary agreement to the equity transfer agreement.
After the completion of this transaction, Dahua mining and Sanli mining will become wholly-owned subsidiaries of the company, and the company will directly hold 100% equity of Dahua mining and 100% equity of Sanli mining.
All independent directors have expressed “agreed” independent opinions on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
(see the website of Shanghai stock exchange for details) http://www.sse.com.cn. ）
It is hereby announced.
Flat Glass Group Co.Ltd(601865) board of directors
February 14, 2022
