Securities code: Wuhu Conch Profiles And Science Co.Ltd(000619) securities abbreviation: Wuhu Conch Profiles And Science Co.Ltd(000619) Announcement No.: 202220 Wuhu Conch Profiles And Science Co.Ltd(000619)
The company's controlling shareholder plans to further improve
Announcement of commitment to avoid horizontal competition
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.
Wuhu Conch Profiles And Science Co.Ltd(000619) (hereinafter referred to as "the company") recently received the letter on further clarifying and improving the commitment of horizontal competition from Anhui Conch Group Co., Ltd. (hereinafter referred to as "conch group"), the controlling shareholder of the company. According to the requirements of relevant provisions such as the guidelines for the supervision of listed companies No. 4 - commitments of listed companies and their related parties, the guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board of Shenzhen Stock Exchange and so on, on March 25, 2022, the 17th meeting of the ninth board of directors The 10th meeting of the 9th board of supervisors deliberated and adopted the proposal on the company's controlling shareholder's intention to further improve the commitment to avoid horizontal competition, which needs to be submitted to the general meeting of shareholders for deliberation. Relevant matters are hereby announced as follows:
1、 Background and specific content of the original commitment
In order to protect the interests of minority shareholders of the company, on April 15, 2001, conch group, the controlling shareholder of the company, issued a letter of commitment to avoid horizontal competition to the company. The main contents are as follows: during the period when the company is a listed company, conch group and all other holding or joint-stock enterprises, in order to avoid horizontal competition with the company, in the area where the company is engaged in production and operation, Will not directly or indirectly engage in the same or similar business that competes with the company's main business. If conch group violates the above commitments and causes any direct or indirect losses to the company, conch group will bear the full obligation of compensation to the company.
2、 Performance of commitments and reasons for changes
Since making the above commitments, conch group has been actively committed to fulfilling its commitments, not engaged in the same or similar industries as the company, not seeking illegitimate interests as a controlling shareholder, and not damaging the rights and interests of the company and shareholders.
In view of the simplicity of the original commitment terms and binding measures, conch group plans to further improve its commitment to avoid horizontal competition in order to further protect the interests of minority shareholders of the company.
3、 Commitment content after proposed change
(I) avoid horizontal competition
1. As of the date of this letter of commitment, conch group and the companies, enterprises or other business entities controlled by conch group ( Wuhu Conch Profiles And Science Co.Ltd(000619) and the companies controlled by them, the same below) have not engaged in any product production or similar business that competes or may compete with Wuhu Conch Profiles And Science Co.Ltd(000619) business.
2. From the date of this letter of commitment, conch group and the companies, enterprises or other business entities controlled by conch group will not participate in or conduct any product production or similar business that competes or may compete with Wuhu Conch Profiles And Science Co.Ltd(000619) business in any way (including but not limited to sole proprietorship and holding).
3. From the date of issuance of this letter of commitment, conch group and the companies, enterprises or other business entities controlled by conch group in the future will not participate in or conduct product production or similar business that competes or may compete with Wuhu Conch Profiles And Science Co.Ltd(000619) business in any way (including but not limited to sole proprietorship and holding).
4. From the date of issuance of this letter of commitment, if any business opportunities obtained by conch group and companies, enterprises or other business entities controlled by conch group from any third party constitute or may constitute substantial competition with Wuhu Conch Profiles And Science Co.Ltd(000619) business, conch group will immediately notify Wuhu Conch Profiles And Science Co.Ltd(000619) , and try its best to transfer such business opportunities to Wuhu Conch Profiles And Science Co.Ltd(000619) .
5. Conch group and companies, enterprises or other business entities controlled by conch group promise not to provide technical information, process flow, sales channels and other trade secrets to other companies, enterprises, organizations or individuals whose business competes or may compete with Wuhu Conch Profiles And Science Co.Ltd(000619) business. 6. If the above commitment is proved to be untrue or not observed, conch group will compensate Wuhu Conch Profiles And Science Co.Ltd(000619) for all direct and indirect losses.
(II) restraint measures
1. If conch group violates the relevant contents of the above commitment to avoid horizontal competition, resulting in horizontal competition with Wuhu Conch Profiles And Science Co.Ltd(000619) company, the income thus obtained belongs to Wuhu Conch Profiles And Science Co.Ltd(000619) . If Wuhu Conch Profiles And Science Co.Ltd(000619) suffers losses due to horizontal competition, conch group will compensate Wuhu Conch Profiles And Science Co.Ltd(000619) for all losses.
2. Conch Group promises to hand over the relevant income to Wuhu Conch Profiles And Science Co.Ltd(000619) within 20 days from the date of receiving the notice issued by Wuhu Conch Profiles And Science Co.Ltd(000619) board of directors that the unit violates the commitment to avoid horizontal competition. If the income needs to be determined and confirmed, it will be handed over to Wuhu Conch Profiles And Science Co.Ltd(000619) . If Wuhu Conch Profiles And Science Co.Ltd(000619) suffers losses due to horizontal competition, conch group will compensate Wuhu Conch Profiles And Science Co.Ltd(000619) all losses within the time limit of the notice according to the notice of Wuhu Conch Profiles And Science Co.Ltd(000619) board of directors or loss confirmation document after the relevant loss amount is determined and confirmed.
3. In case of horizontal competition with Wuhu Conch Profiles And Science Co.Ltd(000619) board of directors, conch group shall initiate relevant measures to eliminate horizontal competition within 20 days from the date of receiving the notice of Wuhu Conch Profiles And Science Co.Ltd(000619) board of directors, including but not limited to terminating relevant investment, transferring relevant investment equity, liquidating and canceling relevant companies, enterprises or other operating entities in horizontal competition, and transferring relevant businesses or companies in horizontal competition in accordance with relevant laws, regulations and normative documents Enterprise or other business entity transferred to Wuhu Conch Profiles And Science Co.Ltd(000619) .
This letter of commitment shall be effective from the date of formal issuance of conch group and shall continue to be effective when conch group is the controlling shareholder of Wuhu Conch Profiles And Science Co.Ltd(000619) company.
4、 Deliberations of the board of directors
On March 25, 2022, the 17th meeting of the ninth board of directors held by the company considered and adopted the proposal on the company's controlling shareholder's intention to further improve the commitment to avoid horizontal competition by 7 votes in favor, 0 against and 0 abstention. The related directors Wan Yong and Wang Pengfei avoided the voting on the proposal.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders Anhui Conch Group Co., Ltd., Wuhu conch International Hotel Co., Ltd. and Anhui Conch Investment Co., Ltd. shall abstain from voting.
5、 Opinions of independent directors
Chen Jun, Fang Shijiang and Liu Chunyan, the independent directors of the company, approved the matter in advance and expressed independent opinions. They believed that the further improvement of the commitment to avoid horizontal competition by the controlling shareholders of the company was in line with the actual situation of the company and did not damage the interests of the company and other shareholders, which was conducive to ensuring the practical implementation of the commitment and safeguarding the legitimate rights and interests of the company and all shareholders. At the same time, when the board of directors of the company deliberated on this matter, the related directors have avoided voting, and the deliberation and voting procedures of the meeting are legal and effective, in line with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association of the company. Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
The board of supervisors carefully reviewed the further improvement of the commitment to avoid horizontal competition and believed that the improvement of the commitment to avoid horizontal competition met the relevant requirements of the guidelines for the supervision of listed companies No. 4 - commitments of listed companies and their related parties, the deliberation and decision-making procedures met the provisions of laws, regulations and relevant systems, complied with the actual situation of the company, and was conducive to safeguarding the interests of the company and minority shareholders. Agree to submit the matter to the general meeting of shareholders of the company for deliberation.
7、 Documents for future reference 1. Resolutions of the 17th meeting of the ninth board of directors of the company; 2. Resolutions of the 10th meeting of the 9th board of supervisors of the company; 3. Independent opinions of independent directors on matters related to the 17th meeting of the ninth board of directors; 4. Conch Group's letter on further clarifying and improving the commitment of horizontal competition. It is hereby announced.
Wuhu Conch Profiles And Science Co.Ltd(000619) board of directors March 26, 2022
