Stock Code: Chongqing Wanli New Energy Co.Ltd(600847) stock abbreviation: Chongqing Wanli New Energy Co.Ltd(600847) listing place: Shanghai Stock Exchange Chongqing Wanli New Energy Co.Ltd(600847)
Plan for major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Revised Draft)
Name of project counterparty
Major asset replacement and issuance Chongqing Tongzheng Industrial Co., Ltd., Qiu Xiaowei, Qiu Xiaolan, Yang Zhihua, Hu Jing, Li Hao, share purchase assets Ye Rong, Xu Lijing, Wang Peizhu, Huang Zimin, Li Changrong, Hou Qiqi, Xing suomao, Jiao Mao, Xu Wenxiang, Wu Hao, long Taihua, Xu Lingyan, fan Benli, Shi Maohu and Liu Hong
No more than 35 specific investors raised matching funds
March, 2002
Statement of listed company
The company and all directors, supervisors and senior managers guarantee that the contents of the plan are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the plan.
The audit and evaluation related to this transaction have not been completed, the relevant data involved in this plan have not been audited and evaluated by the audit and evaluation institution in accordance with the provisions of the securities law, and the audited financial data and asset evaluation results of relevant assets will be disclosed in the reorganization report. The company and all directors, supervisors and senior managers guarantee the authenticity and rationality of the relevant data quoted in this plan and its summary.
The matters stated in this plan and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this reorganization. The effectiveness and completion of the reorganization related matters described in the plan and its summary have yet to be approved by the general meeting of shareholders and the approval or approval of the examination and approval authority. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company’s shares or the income of investors.
After the completion of this reorganization, the company shall be responsible for the changes of the company’s operation and income; The investors shall be responsible for the investment risks caused by this restructuring.
When evaluating this reorganization, investors should seriously consider the risk factors disclosed in this plan in addition to the contents of this plan and the relevant documents disclosed at the same time with this plan. If investors have any questions about this plan and its summary, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
The company / I have provided the company / I with relevant information and documents related to this transaction (including but not limited to original written materials, duplicate materials or oral testimony, etc.) to the company and the intermediary institutions serving this transaction. The company / I guarantee that the copies or copies of the documents provided are consistent with the original or original, and the signatures and seals of such documents are true; Ensure that the information and documents provided are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided.
During the period of participating in this transaction, the company / I will timely disclose the information related to this transaction to the company in accordance with relevant laws, regulations, rules and relevant regulations of China Securities Regulatory Commission and Shanghai Stock Exchange, and ensure the authenticity, accuracy and integrity of such information, and ensure that there are no false records Misleading statements or material omissions.
If the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or by the CSRC, the company / I will not transfer the shares with interests in the company until the investigation conclusion is formed, And submit the written application for suspension of transfer and stock account to the board of directors of the company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the account information of the company / himself to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the account information of the company / himself to the stock exchange and the registration and settlement company, it authorizes the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the company / I promise to lock up shares and voluntarily use them for compensation arrangements for relevant investors.
catalogue
The listed company declares that 2. The counterparty declares that 3 catalog 4 Revision description 8 interpretation ten
1、 General interpretation ten
2、 Professional interpretation 11 tips on major issues twelve
1、 Overview of this transaction plan twelve
2、 Implementation of relevant approval procedures for this transaction thirteen
3、 Estimated value of underlying assets thirteen
4、 This transaction constitutes a connected transaction fourteen
5、 This transaction constitutes a major asset restructuring fourteen
6、 This transaction does not constitute reorganization and listing fourteen
7、 The impact of this transaction on listed companies fourteen
8、 Important commitments made by all parties to this transaction 16 IX. principled opinions of the controlling shareholders of the listed company and their persons acting in concert and actual controllers on the reorganization 22 X. share reduction plan of the controlling shareholders of the listed company and their persons acting in concert and actual controllers, as well as all directors, supervisors and senior managers from the date of resumption of the reorganization to the completion of the implementation twenty-three
11、 The audit and evaluation work has not been completed yet twenty-three
12、 Relevant arrangements to protect the legitimate rights and interests of investors 24 major risk tips twenty-six
1、 Risks associated with this transaction twenty-six
2、 Risks related to the subject company twenty-eight
3、 Risks associated with listed companies thirty
4、 Other risks thirty
Section I overview of this transaction thirty-two
1、 Background and purpose of this transaction thirty-two
2、 Implementation of relevant approval procedures for this transaction thirty-four
3、 The transaction plan thirty-four
4、 Estimated value of underlying assets forty-six
5、 This transaction constitutes a connected transaction forty-six
6、 This transaction constitutes a major asset restructuring forty-six
7、 This transaction does not constitute reorganization and listing forty-seven
8、 The impact of this transaction on listed companies forty-seven
9、 The original controlling shareholder of the listed company, Nanfang Tongzheng, is fulfilling its commitments Section 2 basic information of listed companies fifty-four
1、 Basic information fifty-four
2、 Establishment of listed companies and previous changes in share capital fifty-four
3、 Changes in control in the last 36 months fifty-eight
4、 Main business development and main financial data fifty-eight
5、 Controlling shareholders and actual controllers fifty-nine
6、 Legal compliance description Section III basic information of the counterparty sixty-four
1、 Basic information of major asset replacement and issuing shares to purchase assets sixty-four
2、 Counterparties for raising matching funds Section IV basic information of the proposed assets seventy-two
1、 Basic information seventy-two
2、 Equity control relationship seventy-two
3、 Main business situation seventy-three
4、 Key financial data seventy-three
5、 Estimated value of assets to be purchased Section V basic information of assets to be placed seventy-five
1、 Basic information seventy-five
2、 Equity control relationship seventy-five
3、 Main subordinate enterprises eighty-three
4、 Main financial data of the last two years and one period eighty-three
5、 Main business situation eighty-four
6、 Changes in operating performance of Teri battery 90 VII. Equity pledge of the target company, litigation of the target company and major shareholders, non operating capital transactions and guarantee Section VI evaluation of this transaction one hundred and thirteen
1、 Specific reasons for different evaluation methods and different evaluation results of Teri battery in the early stage one hundred and thirteen
2、 The specific process and method of this assessment, as well as the determination and basis of main parameters and indicators 116 III. in the case of high premium acquisition of Teri battery in the early stage and investment loss, the main consideration of re planning the acquisition is whether there is benefit transfer Section 7 issuance of shares in this transaction one hundred and twenty-one
1、 Issue shares to buy assets one hundred and twenty-one
2、 Raise matching funds 124 Section VIII risk factors one hundred and twenty-seven
1、 Risks associated with this transaction one hundred and twenty-seven
2、 Risks related to the subject company one hundred and twenty-nine
3、 Risks associated with listed companies one hundred and thirty-one
4、 Other risks Section IX other important matters 133 I. principled opinions of the controlling shareholders of the listed company and their persons acting in concert and actual controllers on this reorganization 2. The share reduction plan of the controlling shareholders of the listed company and their persons acting in concert, actual controllers, directors, supervisors and senior managers from the date of resumption of the reorganization to the completion of the implementation one hundred and thirty-three
3、 Description of assets purchased and sold by the listed company in the last 12 months one hundred and thirty-four
4、 Description of stock price fluctuations of listed companies before stock suspension V. whether the relevant entities of this reorganization are prohibited from participating in any major asset reorganization of Listed Companies in accordance with Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to major asset reorganization of listed companies one hundred and thirty-five
6、 The planning process of this transaction and the stock trading of insiders 135 VII. Other information related to this transaction that affects the reasonable judgment of shareholders and other investors 141 section x opinions of independent directors Section 11 statement of listed company and all directors one hundred and forty-four
Revision description
On January 20, 2022, the 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 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 from Shanghai Stock Exchange (szgh [2022] No. 0073) (hereinafter referred to as the “inquiry letter”). According to the relevant requirements and replies of the inquiry letter, the listed company has revised the plan accordingly, and the main contents are as follows: 1. In “section I, overview 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” of the reorganization plan, Additionally disclosed the calculation process and basis of the intended valuation multiple of the subsequent acquisition of the minority equity of Teri battery, the relevant arrangements for the ownership of the control rights of the subsequent listed companies, and the specific considerations 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. In the reorganization plan, “section I overview of this transaction”, “III. situation of this transaction plan”, “6. Purpose of raised funds” and “Section VII issuance of shares in this transaction”
