Fuda Alloy Material Co.Ltd(603045)
Short form equity change report
Name of listed company: Fuda Alloy Material Co.Ltd(603045) place of stock listing: Shanghai Stock Exchange Stock abbreviation: Fuda Alloy Material Co.Ltd(603045) Stock Code: Fuda Alloy Material Co.Ltd(603045) one of the information disclosure obligors: Wang Dawu domicile: No. Lane Huangdu 3rd road, Liushi Town, Yueqing City, Zhejiang Province mailing address: No. Lane Huangdu 3rd road, Liushi Town, Yueqing City, Zhejiang Province nature of equity change: transfer of some shares by agreement Information disclosure obligor 2: Wang Zhongnan's address: No. Lane Huangdu 3rd road, Liushi Town, Yueqing City, Zhejiang Province mailing address: No. Lane Huangdu 3rd road, Liushi Town, Yueqing City, Zhejiang Province nature of equity change: transfer of some shares by agreement Information disclosure obligors 3: Chen Songyang domicile: Weng long street village, Yueqing City, Zhejiang Province mailing address: nature of equity change in Weng long street village, Yueqing City, Zhejiang Province: information disclosure obligors 4: Chen Chen domicile: Weng long street village, Yueqing City, Zhejiang Province mailing address: nature of equity change in Weng long street village, Yueqing City, Zhejiang Province : the new shares of listed companies lead to the decline of shareholding ratio
Fifth obligor of information disclosure: Lu Xiaohe domicile: room unit building Zhongchi Hubin, middle Xuyang Road, Yueqing City, Zhejiang Province mailing address: room unit building unit building Zhongchi Hubin, middle Xuyang Road, Yueqing City, Zhejiang Province nature of equity change: the shareholding ratio of listed companies decreased due to new shares
Date of signing: March, 2002
Statement of information disclosure obligor
1、 The information disclosure obligor prepares this equity change report in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 - equity change report and other relevant laws, regulations and normative documents.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the securities law of the people's Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Fuda Alloy Material Co.Ltd(603045) .
4、 As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in Fuda Alloy Material Co.Ltd(603045) in any other way.
5、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and is legally liable for its authenticity, accuracy and completeness.
7、 The major asset reorganization of the listed company involved in this equity change shall be subject to the approval of the general meeting of shareholders of the listed company and the approval of the China Securities Regulatory Commission.
catalogue
catalogue 4 interpretation Section 1 Introduction to information disclosure obligors eight
1、 Basic information of information disclosure obligor eight
(I) one of the obligors of information disclosure: Wang Dawu eight
(II) one of the obligors of information disclosure: Wang Zhongnan eight
(III) one of the obligors of information disclosure: Chen Songyang eight
(IV) one of the obligors of information disclosure: Chen Chen nine
(V) one of the information disclosure obligors: Lu Xiaohe 9 2. The shares in which the information disclosure obligor has an interest in other listed companies at home and abroad meet or exceed this limit
5% of the company's issued shares Section 2 purpose of equity change and shareholding plan ten
1、 The purpose of this equity change ten
2、 Whether to continue to increase or reduce the shares of Listed Companies in the next 12 months ten
Section III method of this equity change eleven
1、 Information disclosure obligors' ownership of interests of listed companies before and after the completion of this equity change eleven
2、 This transaction plan eleven
(I) main contents of the framework agreement on major asset restructuring eleven
(II) main contents of asset replacement and asset purchase agreement by issuing shares and its supplementary agreement 22 (III) main contents of the agreement on issuing shares to purchase assets (the person acting in concert of Jinjiang Group) and its supplementary agreement
Rong thirty-one
(IV) main contents of the agreement on issuing shares to purchase assets (all financial investors and shareholders) thirty-seven
(V) main contents of the share transfer agreement and its supplementary agreement forty-one
(VI) main contents of profit forecast compensation agreement forty-six
(VII) main contents of the agreement on concerted action fifty-one
3、 Other arrangements between the information disclosure obligor and the listed company in the future fifty-four
4、 Major transactions with listed companies in the most recent year and period fifty-four
5、 Restrictions on the rights of shares related to this equity change fifty-four
Section IV trading of shares of Listed Companies in the first six months fifty-five
1、 Information disclosure obligor's holding and trading of shares of listed companies Section 5 other major matters Section VI documents for future reference fifty-seven
1、 Documents for future reference fifty-seven
2、 Location for future reference 57 Section VII declaration of information disclosure obligor 58 schedule sixty-eight
interpretation
In this report, unless otherwise specified, the following words have the following meanings: Company / listed company / Fuda Alloy Material Co.Ltd(603045) refers to Fuda Alloy Material Co.Ltd(603045)
Information disclosure obligors refer to Wang Dawu and those acting in concert Wang Zhongnan, Chen Chen, Chen Songyang and Lu Xiaohe
This report / simplified equity change refers to Fuda Alloy Material Co.Ltd(603045) simplified equity change report
This equity change refers to the situation that the shareholding ratio of Wang Dawu, the information disclosure obligor, and those acting in concert decreased from 28.63% to 2.35% due to this major asset restructuring
This major asset reorganization / this transaction refers to Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase 100% equity of Cayman aluminum (Sanmenxia) Co., Ltd. and related party transactions
Wang Dawu, Wang Zhongnan, Fuda Alloy Material Co.Ltd(603045) and the major asset restructuring framework Xie Zhenggang, Hangzhou Jinjiang Group Co., Ltd., Hangzhou Zhengcai Holding Group Co., Ltd., Zhejiang HENGJIA Holding Co., Ltd., Manchester United (Hangzhou) enterprise management partnership (limited partnership) Framework agreement on major asset restructuring of Hangzhou Yande Industrial Co., Ltd
Asset replacement and issuance of shares to purchase the agreement between Fuda Alloy Material Co.Ltd(603045) , Wang Dawu, Wang Zhongnan and asset purchase and its supplementary agreement refers to the agreement on major asset replacement and asset purchase by issuing bank shares of Hangzhou Jinjiang Group Co., Ltd. and its supplementary agreement
Agreement on purchase of assets by issuing shares agreement on purchase of assets by issuing shares of Fuda Alloy Material Co.Ltd(603045) and Hangzhou Zhengcai holding group (from Jinjiang Group Co., Ltd., Zhejiang HENGJIA Holding Co., Ltd. and Manchester United (Hangzhou)) and its supplementary agreements agreement agreement on purchase of assets by issuing shares of enterprise management partnership (limited partnership) and Hangzhou Yande Industrial Co., Ltd. and its supplementary agreements
Agreement between Fuda Alloy Material Co.Ltd(603045) and Yulin new materials, Dongxing Aluminum Industry Co., Ltd., Hunan Caixin, Xiamen Xiangyuan, Henan Mingtai Al.Industrial Co.Ltd(601677) , Xinjiang Shenhuo and discussion (all financial investors' shares refer to Xinjiang Jingqian, Qianhai fund, Hangzhou Jingbing, Luoyang Qianhai and Zhongyuan East), Qianhai, Strait Herong and Zhejiang kunheng)
The share transfer agreement and its supplement refer to the share transfer agreement between Wang Dawu, Wang Zhongnan and Hangzhou Jinjiang Group Co., Ltd. on the main contents of the Fuchong agreement
Profit forecast compensation agreement between Fuda Alloy Material Co.Ltd(603045) and Hangzhou Jinjiang Group Co., Ltd., Hangzhou Zhengcai Holding Group Co., Ltd., Zhejiang HENGJIA Holding Co., Ltd., Manchester United (Hangzhou) enterprise management partnership (limited partnership) and Hangzhou Yande Industrial Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Exchange means Shanghai Stock Exchange
Cayman aluminum refers to Cayman aluminum (Sanmenxia) Co., Ltd
RMB / 10000 yuan / 100 million yuan refers to RMB / 10000 yuan / 100 million yuan
The last three-year period refers to 2018, 2019, 2020 and January September 2021
Note 1: unless otherwise specified, the financial data and financial indicators quoted in this report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
Note 2: if there are differences in the mantissa between the sum of some total figures and each detailed figure in this report, these differences are caused by rounding.
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
(I) one of the obligors of information disclosure: Wang Dawu
Name: Wang Dawu
Former name none
Gender male
Nationality Chinese nationality
ID number 33032319650115
Address: No. Lane , Huangdu 3rd road, Liushi Town, Yueqing City, Zhejiang Province
Mailing address: No. Lane , Huangdu 3rd road, Liushi Town, Yueqing City, Zhejiang Province
Have you obtained the right of abode in other countries or regions
(II) one of the obligors of information disclosure: Wang Zhongnan
Name: Wang Zhongnan
Former name none
Gender male
Nationality Chinese nationality
ID number 33038219930612
Address: No. Lane , Huangdu 3rd road, Liushi Town, Yueqing City, Zhejiang Province
Mailing address: No. Lane , Huangdu 3rd road, Liushi Town, Yueqing City, Zhejiang Province
Have you obtained the right of abode in other countries or regions
(III) one of the obligors of information disclosure: Chen Songyang
Name: Chen Songyang
Former name none
Gender male
Nationality Chinese nationality
ID number 33032319710216
Address: Village , Weng long street, Yueqing City, Zhejiang Province
Mailing address village, Weng long street, Yueqing City, Zhejiang Province
Have you obtained the right of abode in other countries or regions
(IV) one of the obligors of information disclosure: Chen Chen
Name: Chen Chen
Former name none
Gender female
Nationality Chinese nationality
ID number 33038219961210
Address: Village , Weng long street, Yueqing City, Zhejiang Province
Mailing address village, Weng long street, Yueqing City, Zhejiang Province
Have you obtained the right of abode in other countries or regions
(V) one of the information disclosure obligors: Lu Xiaohe
