Securities code: Chongqing Wanli New Energy Co.Ltd(600847) securities abbreviation: Chongqing Wanli New Energy Co.Ltd(600847) Announcement No.: 2022017 Chongqing Wanli New Energy Co.Ltd(600847)
Announcement on the revision of the plan for major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Chongqing Wanli New Energy Co.Ltd(600847) (hereinafter referred to as “listed company”) disclosed the plan for Chongqing Wanli New Energy Co.Ltd(600847) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions and relevant documents on January 20, 2022. On January 27, 2022, the listed company received the information disclosure inquiry letter on the plan of Chongqing Wanli New Energy Co.Ltd(600847) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (szgh [2022] No. 0073) (hereinafter referred to as the “inquiry letter”) issued by Shanghai Stock exchange.
According to the relevant requirements and replies of the inquiry letter, the listed company has revised the reorganization plan accordingly, and the main revisions are as follows:
1. In the reorganization plan, “section I, general situation of this transaction”, “III, situation of this transaction plan”, “II) issuance of shares to purchase assets” and “11. Acquisition arrangements for the remaining equity of Teri battery”, the calculation process and basis of the intended valuation multiple for the subsequent acquisition of the minority equity of Teri battery and the relevant arrangements for the ownership of the control of the subsequent listed company are supplemented and disclosed, And the specific consideration and necessity of the phased acquisition of Teri battery. 2. In “I. background and purpose of this transaction” and “section VI evaluation of this transaction” of the reorganization plan, the process, method and main parameters of determining the estimated value of different evaluation methods and reasons for large differences in evaluation results adopted in 2017 and 2018 were supplemented and disclosed, Main considerations and rationality of planning this transaction again in the case of early acquisition of Teri battery and investment loss.
3. In “II. Equity control relationship” of “section V basic information of assets to be placed” of the reorganization plan, it is supplemented to disclose whether the counterparty has a concerted action relationship, whether the voting right entrustment arrangement may lead Mo Tianquan and his concerted actors to touch the situation of tender offer, the time when the counterparty obtains the equity of Teri battery and the paid in capital contribution, Whether the listed company can obtain the control right of Teri battery after the transaction is completed and the specific basis.
4. The capital increase arrangements related to this transaction are supplemented and disclosed in “III. situation of this transaction plan” (III) purpose of raised funds “,” 6. Purpose of raised funds “and” II. Purpose of raised funds “(VI) purpose of raised funds” in “section I overview of this transaction” of the reorganization plan, After the completion of the transaction, Nanfang Tongzheng and Xingzhong investment will not participate in the capital increase.
5. In “IX. fulfillment of commitments by the former controlling shareholder of the listed company Nantong”, “I. risks related to this transaction” and “I. risks related to this transaction” in “section I. overview of this transaction” of the reorganization plan, and “I. risks related to this transaction” in “Section VIII risk factors”, The specific methods and basis for realizing loss compensation by Nanfang Tongzheng and Liu Xicheng are additionally disclosed. If the transaction cannot implement the recovery measures to be taken by the listed company and jiatianxia, as well as relevant risk tips.
6. In the “v. main business” of “section V basic information of assets to be placed” of the reorganization plan, the competition pattern, industry status and main competitive advantages and disadvantages of the industry to which Teri battery belongs, the main business model and application field of Teri battery, the selected technical route, R & D investment and the comparison with main competitors are supplemented and disclosed.
7. In the reorganization plan “section V basic information of assets to be placed”, “VI. changes in the operating performance of Teri battery” and “relevant risks of the target company” in “major risk tips” and “relevant risks of the target company” in “Section VIII risk factors”, the industry trend of Teri battery since 2015 has been additionally disclosed The price fluctuation of raw materials and products and their own business conditions, combined with the difference between current performance and commitments, orders in hand and capacity construction, supplemented and disclosed the realizability of performance commitments and relevant risk tips.
8. In “VII. Equity pledge of the target company, litigation of the target company and major shareholders, non operating capital transactions and guarantees” of “section V basic information of assets to be placed” of the reorganization plan, the pledge of shares of Teri battery held by Nanfang Tongzheng and Tongzheng industry is supplemented, Whether the equity of Teri battery held by the counterparty involves other rights restrictions, litigation involving Teri battery and major shareholders, guarantee between Teri battery and major shareholders and related parties, and the impact of this transaction on the listed company to reduce related party transactions and enhance independence.
9. In “section IX other important matters” of the reorganization plan, “VI. the planning process of this transaction and the stock trading of insiders”, the specific planning process, important time nodes and relevant insiders of this transaction, the trading of shares of listed companies by relevant parties, and the relevant verification of whether insider information disclosure is involved are supplemented and disclosed.
It is hereby announced.
Chongqing Wanli New Energy Co.Ltd(600847) board of directors March 3, 2022
