Securities code: 600847 securities abbreviation: Chongqing Wanli New Energy Co.Ltd(600847) Announcement No.: 2022-002 Chongqing Wanli New Energy Co.Ltd(600847)
Announcement on suspension of planning for major asset restructuring
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. 1、 Reasons for suspension and work arrangement
Chongqing Wanli New Energy Co.Ltd(600847) (hereinafter referred to as " Chongqing Wanli New Energy Co.Ltd(600847) " or "the company") is planning to acquire the control of Chongqing Teri battery materials Co., Ltd. (hereinafter referred to as "Teri battery" or "the target company") through major asset replacement and share issuance, and raise supporting funds (hereinafter referred to as "this transaction"). This transaction constitutes a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies and also a related party transaction. In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this transaction needs to perform relevant procedures in accordance with major asset restructuring.
Due to the uncertainty of relevant matters, in order to safeguard the interests of investors and avoid significant impact on the company's share price, according to the relevant provisions of Shanghai Stock Exchange, the trading of the company's shares (Securities abbreviation: Chongqing Wanli New Energy Co.Ltd(600847) , securities code: 600847) will be suspended from the opening of the market on Thursday, January 6, 2022, and the suspension is expected to be no more than 10 trading days. The company will actively promote all work, timely fulfill the obligation of information disclosure, and disclose the information of major asset restructuring that meets the requirements of standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies and guidelines for the application of self regulatory rules of listed companies on Shanghai Stock Exchange No. 1 - major asset restructuring before the expiration of the suspension period, And apply for the resumption of trading of the company's shares. 2、 Basic information of this transaction
(i) Basic information of disposed assets
The assets acquired in this transaction are 100% equity of Chongqing Wanli Power Technology Co., Ltd. (hereinafter referred to as "Wanli power") held by the company. The main business of the assets acquired is lead-acid battery business. The basic information is as follows:
Company name: Chongqing Wanli Power Technology Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person)
Legal representative: Mo Tianquan
Share capital: RMB 10 million
Registered address: 1-1, complex building, No. 26, Chuangye Road, Shuangfu street, Jiangjin District, Chongqing
General items: battery manufacturing; Battery sales; Industrial design services; Battery rental; Sales of mechanical parts and components; General mechanical equipment installation services; Electric bicycle sales; Electric bicycle maintenance; Manufacturing of Mopeds; Sales of special equipment; Manufacturing of pneumatic and electric tools; Sales of pneumatic and electric tools; Operation of electric vehicle charging infrastructure; Retail of motorcycles and spare parts; General equipment manufacturing (excluding special equipment manufacturing); Bicycle repair; Wholesale of bicycles and spare parts; Bicycle and spare parts retail; Retail of hardware products; Wholesale of hardware products; Wholesale of electronic components; Instrument sales; Sales of electrical equipment; Sales of metal materials; Sales of rubber products; Sales of plastic products; Sales of chemical products (excluding licensed chemical products); Sales of daily necessities; Sales of building decoration materials; Sales of daily sundries; Sales of metal accessories for construction; Sales of metal tools; Import and export of goods. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Name of shareholder subscribed capital contribution (10000 yuan) equity ratio
Shareholders
Chongqing Wanli New Energy Co.Ltd(600847) 1,000100%
（2） Basic information of invested assets
Company name: Chongqing Teri battery material Co., Ltd
Enterprise type Co., Ltd
Legal representative: Qiu Xiaowei
Share capital: RMB 111.9979 million
Registered address: No. 10, Jinqiao Road, Jianqiao Industrial Park (Dadukou District), Chongqing
General items of business scope: research and development of electronic special materials and sales of electronic special materials (except for the items subject to approval according to law, carry out business activities independently according to law with the business license)
Name of shareholder number of shares (10000 shares) equity ratio
Shenzhen Nanfang Tongzheng Investment Co., Ltd. 4355.0038.88%
Shareholders Chongqing Tongzheng Industrial Co., Ltd. 1740.0015.54%
Chongqing Xingzhong Investment Development Co., Ltd. 1362.0012.16%
Total other shareholders 3742.7933.42%
（3） Basic information of the counterparty
The scope of counterparties has not been finalized, and the preliminarily determined counterparties include but are not limited to Chongqing Tongzheng
Company name: Chongqing Tongzheng Industrial Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person)
Legal representative: Liu Xicheng
Registered capital: RMB 10 million
Registered address: No. 57, Keyuan 4th Street, Jiulongpo District, Chongqing
Enterprise management consulting, sales of electronic products (excluding electronic publications), drugs (business items within the approved business scope can be operated only after obtaining approval), department stores and Biotechnology R & D. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Name of shareholder subscribed capital contribution (10000 yuan) equity ratio
Shareholders
Shenzhen Nanfang Tongzheng Investment Co., Ltd. 1000100%
Note: Liu Xicheng and his persons acting in concert jointly hold 99.99% equity of Shenzhen Nanfang Tongzheng Investment Co., Ltd., and Tongzheng industry is a wholly-owned subsidiary of Nanfang Tongzheng.
（3） Transaction mode
The company plans to acquire the control right of Teri battery by means of major asset replacement and issuing shares to purchase assets, and raise supporting funds. The controlling shareholder of Teri battery is Shenzhen Nanfang Tongzheng Investment Co., Ltd. (hereinafter referred to as "Nanfang Tongzheng"), and the actual controller is Liu Xicheng, who holds 54.42% of the shares of Teri battery through Nanfang Tongzheng and Tongzheng industry.
Up to now, Tongzheng industry holds 15.54% of the shares of Teri battery. It has signed a cooperation intention agreement with the company on this transaction and will participate in this transaction; Nantong is holding 38.88% of the shares of Teri battery, of which 38.57% has been pledged to Xinxing Jihua pharmaceutical Holding Co., Ltd. Nantong will participate in this transaction when these shares meet the provisions of relevant laws and regulations and are agreed by all parties to the transaction. Qiu Xiaowei and other 20 natural person shareholders hold a total of 33.42% shares of Teri battery. These shareholders are also willing to participate in this transaction. The specific transaction scheme is currently in the process of negotiation. They will participate in this transaction when all parties to the transaction agree on the transaction terms.
If the company and the shareholders of the target company fail to reach an agreement on the specific transaction plan, resulting in the company's inability to obtain the control of the target company, the company will timely disclose relevant information in accordance with the provisions of relevant laws and regulations, terminate the transaction and resume trading.
3、 Intention document of this transaction
On January 5, 2022, the company signed this transaction intention agreement with Tongzheng industry. The main contents are as follows: "Party A: Chongqing Wanli New Energy Co.Ltd(600847)
Registered address: 1-1, building 1, complex building, No. 26, Chuangye Road, Shuangfu street, Jiangjin District, Chongqing
Party B: Chongqing Tongzheng Industrial Co., Ltd
Registered address: No. 57, Keyuan 4th Street, Jiulongpo District, Chongqing
(Party A and Party B are collectively referred to as the "parties")
1. Transaction scheme
The transaction plan is: Party A intends to acquire the control right of Chongqing Teri battery materials Co., Ltd. (hereinafter referred to as "Teri battery") through major asset replacement and share issuance, and raise supporting funds (hereinafter referred to as "this transaction").
2. Transaction arrangement
(1) After signing this agreement of intent, Party A will conduct due diligence on the financial status, legal affairs and business potential of Teri battery. Teri battery and its shareholders shall cooperate with Party A's due diligence.
(2) Party A shall arrange an audit and evaluation institution jointly recognized by all parties to the transaction to audit and evaluate Teri battery as required.
(3) On the basis that Party A has completed the due diligence and the due diligence results comply with the expected judgment, and the trading parties have reached an agreement on the details of the transaction, the trading parties sign formal legally binding transaction documents to agree on the specific matters of the transaction under this intention agreement.
3. Confidentiality clause
Both parties shall keep confidential the contents of this intention agreement, the business, financial, technical, product information, user data or other documents or information marked as confidential obtained or received by the other party due to the performance of this intention agreement or during the period of this intention agreement, and shall not disclose it to any third party other than this intention agreement without the prior written consent of the information disclosing party. This confidentiality obligation shall remain valid after the expiration, cancellation or termination of this agreement of intent.
4. Validity clause
This intention agreement is only the preliminary intention reached by both parties through negotiation. Except Article 3, other terms are not legally binding. The final cooperation plan shall be subject to the relevant formal agreement signed by both parties.
5. Dispute resolution
If either party has any objection to the effective provisions of this agreement of intent, it shall settle it through friendly negotiation. If the negotiation fails within 30 days from the date of occurrence of the disputed matter, either party may bring a lawsuit to the people's court where the plaintiff is located. "
4、 Intermediary to be employed this time
The company plans to appoint Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. as the independent financial adviser of this transaction, but has not hired legal advisers, audit institutions and evaluation institutions.
5、 Risk tips
The subsequent audit and evaluation work of this transaction will be carried out. The company has not signed a formal transaction agreement with the target company, its controlling shareholders and minority shareholders. At the same time, this transaction needs to be submitted to the board of directors and the general meeting of shareholders for deliberation, and can be formally implemented after being approved by the competent regulatory authority. There is still great uncertainty whether this transaction can pass the deliberation of the company's board of directors, the general meeting of shareholders and the approval of regulatory authorities, and whether all parties to the transaction can reach an agreement on the final transaction scheme. Please pay attention to relevant announcements and pay attention to investment risks.
Although the company has formulated confidentiality measures in accordance with relevant regulations and implemented them strictly by reference, in the process of this transaction, there is still the possibility that this transaction may be suspended, suspended or cancelled due to the abnormal fluctuation of the company's share price or the abnormal transaction may be suspected of insider trading. Please pay attention to the relevant risks.
6、 Documents for future reference
1. Application form for suspension signed by the chairman of the company;
2. Cooperation intention agreement;
3. Other documents required by Shanghai Stock Exchange. It is hereby announced.
Chongqing Wanli New Energy Co.Ltd(600847) board of directors January 6, 2022
