Securities code: 601865 securities abbreviation: Flat Glass Group Co.Ltd(601865) Announcement No.: 2022-007
Flat Glass Group Co.Ltd(601865)
Announcement of the resolution of the 14th meeting of the 6th board of supervisors
The board of supervisors and all supervisors 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 14th meeting of the 6th board of supervisors to all supervisors of the company by e-mail and telephone on February 7, 2022, and held it on site in the conference room of the company on February 13, 2022. The meeting was chaired by Mr. Zheng Wenrong, chairman of the board of supervisors of the company. The convening and convening procedures of the meeting comply with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant laws, regulations and the articles of association. After full deliberation and effective voting by the supervisors attending the meeting, the following proposals were considered and adopted:
1、 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.
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.
The board of supervisors believes that this transaction will help the company obtain rich reserves of quartzite resources, ensure the sand demand and quality safety of the company’s production base, reduce the company’s dependence on external purchase of quartz sand, further enhance the company’s anti risk ability and sustainable operation ability, and improve the company’s overall competitive advantage and profitability. This acquisition will not damage the interests of the company and shareholders.
Voting results: 5 in favor, 0 against and 0 abstention.
It is hereby announced.
Flat Glass Group Co.Ltd(601865) board of supervisors
February 14, 2022
