1 securities code: Wuhu Conch Profiles And Science Co.Ltd(000619) securities abbreviation: conch new materials Announcement No.: 202231 conch (Anhui) energy conservation and environmental protection new materials Co., Ltd. announcement on the progress of public listing and sale of 49% equity of Jiangsu Conch Building Materials Co., Ltd. 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. 1、 Overview of related party transactions 1. On March 11, 2022, the 16th meeting of the ninth board of directors of conch (Anhui) energy conservation and environmental protection new materials Co., Ltd. (hereinafter referred to as “the company”) deliberated and adopted the proposal on the proposed public listing and sale of 49% equity of Jiangsu Conch Building Materials Co., Ltd, It is agreed that the company will publicly sell 49% equity of Jiangsu Conch Building Materials Co., Ltd. (hereinafter referred to as “Jiangsu building materials”) through Anhui Changjiang property right exchange, with a listing base price of 582904 million yuan, The specific transaction price will be determined according to the bidding results of public listing (see the announcement on the proposed public listing and sale of 49% equity of Jiangsu Conch Building Materials Co., Ltd. published by the company in the securities times and cninfo on March 12, 2022). 2. On March 18, 2022, the 49% equity of Jiangsu building materials (hereinafter referred to as the “subject equity”) was publicly listed and sold through Anhui Changjiang property exchange. As of the deadline for public listing, a qualified intended transferee, namely Anhui Conch Cement Company Limited(600585) (hereinafter referred to as ” Anhui Conch Cement Company Limited(600585) “), was solicited. The quotation was RMB 582904 million. According to the relevant regulations of Anhui Changjiang property exchange, Anhui Conch Cement Company Limited(600585) is the transferee, The transfer of the underlying equity shall be carried out by agreement. 3. Whereas Anhui Conch Cement Company Limited(600585) is an enterprise under the control of Anhui Conch Group Co., Ltd., the controlling shareholder of the company, this transaction constitutes a connected transaction. 4. On April 27, 2022, the 19th meeting of the ninth board of directors of the company deliberated and adopted the proposal on the progress of public listing and sale of 49% equity of Jiangsu Conch Building Materials Co., Ltd. and related party transactions by 7 votes to 2, 0 votes against and 0 abstentions. The related directors Mr. Wan Yong and Mr. Wang Pengfei avoided the vote on the proposal. Before the proposal was submitted to the board of directors for deliberation, independent directors Mr. Chen Jun, Mr. Fang Shijiang and Mr. Liu Chunyan expressed their prior approval and expressed their independent opinions with explicit consent. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the related party transaction management system of the company, the related party transactions of the same type occurred in the company within 12 consecutive months shall be calculated cumulatively. On June 22, 2021, the fifth session of the ninth board of directors of the company deliberated and approved the proposal on participating in the 30% equity auction and related party transaction of Anhui Conch Environmental Technology Co., Ltd. on July 22, 2021, The company acquired 30% equity of Anhui Conch Environmental Technology Co., Ltd. at the price of 808927 million yuan (see the announcement on participating in the 30% equity auction and related party transaction of Anhui Conch Environmental Technology Co., Ltd. and the progress announcement on participating in the 30% equity auction and related party transaction of Anhui Conch Environmental Technology Co., Ltd. published by the company in the securities times and cninfo.com on June 23, 2021 and July 23, 2021 respectively). After accumulating 49% of the equity transaction amount of Jiangsu building materials sold this time, the related party transactions of the same type occurred in the company for 12 consecutive months have reached 5% of the absolute value of the company’s latest audited net assets. According to article 6.3.10 of the Listing Rules of Shenzhen Stock Exchange, “if a listed company and its related parties conduct public bidding, public auction or listing for unspecified objects (excluding limited methods such as bidding invitation), but it is difficult to form a fair price, such as bidding and auction, which leads to related party transactions between the company and its related parties, it can apply to Shenzhen stock exchange for exemption and submit it to the general meeting of shareholders for deliberation.” This transaction is a related party transaction between the company and its related party Anhui Conch Cement Company Limited(600585) caused by public bidding and public auction. The transaction pricing is based on the assessed value and the pricing is fair and reasonable. Therefore, the company applies to Shenzhen stock exchange for the above related party transactions and is exempted from the deliberation procedures of the general meeting of shareholders in accordance with the provisions of the above terms. 5. On April 27, 2022, the company signed the property right transaction contract with Anhui Conch Cement Company Limited(600585) and Anhui Conch Cement Company Limited(600585) obtained the subject equity at the listing price of RMB 582904 million. 6. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Basic information of related parties 1. Basic information (1) Enterprise Name: Anhui Conch Cement Company Limited(600585) (2) enterprise nature: other joint stock limited companies (listed) (3) registered address: No. 39 Wenhua Road, Wuhu City, Anhui Province (4) time of establishment: September 1, 1997 (5) legal Representative: Wang Cheng (6) registered capital: 5299302579 yuan (7) unified social credit Code: 9134020014949036xy (8) business scope: Limestone for cement Open pit mining of sandstone for cement batching; Production, sales, export and import of cement, auxiliary materials and cement products; Production and sales of aggregate and sand for construction; Design, production, sales, installation and after-sales service of prefabricated buildings and prefabricated parts, EPC; Production, sales, export and import of mechanical equipment, instruments and meters, spare parts and raw and auxiliary materials required for enterprise production and scientific research; Production, sale, export and import of electronic equipment; Technical services. Wholesale and retail of coal; Contracting foreign projects and dispatching labor personnel required for the implementation of projects; Carbon recycling and sales (except those involving administrative license) and production and sales of food additives. The company is listed in Shanghai and Hong Kong respectively (SH: Anhui Conch Cement Company Limited(600585) , HK: 0914). (9) Anhui Conch Cement Company Limited(600585) the controlling shareholder is Anhui Conch Group Co., Ltd., and the actual controller is Anhui state owned assets supervision and Administration Commission. By the end of 2021, the audited total assets of Anhui Conch Cement Company Limited(600585) were 230514663600 yuan and the net assets were 18368526900 yuan. In 2021, Anhui Conch Cement Company Limited(600585) achieved an operating income of 4167952663800 yuan and a net profit of 33267069400 yuan. 2. Association with the company: Anhui Conch Cement Company Limited(600585) is the holding subsidiary of Anhui Conch Group Co., Ltd., the controlling shareholder of the company. The affiliate meets the association conditions specified in paragraph 2 of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange. 3. Anhui Conch Cement Company Limited(600585) legally existing, in good operating and financial condition, with strong performance ability Anhui Conch Cement Company Limited(600585) is not the person to be executed for breach of faith. 3、 Basic information of the subject matter of related party transactions the subject matter of this transaction is the 49% equity of Jiangsu Conch Building Materials Co., Ltd. see the announcement on the proposed public listing and sale of 49% equity of Jiangsu Conch Building Materials Co., Ltd. published by the company in the securities times and cninfo on March 12, 2022.
4、 Main contents of the transaction contract 1. Subject of the contract: Party A (transferor): conch (Anhui) energy conservation and environmental protection new materials Co., Ltd. Party B (transferee): Anhui Conch Cement Company Limited(600585) 2. Transfer object: 49% equity of Jiangsu Conch Building Materials Co., Ltd. 3. Transfer method, transfer price and payment requirements of the object (1) transfer method. The transfer object of the contract is publicly transferred through Anhui Changjiang property exchange, Widely solicit the intended transferee and determine Party B as the transferee by means of agreement transfer. (2) Subject transfer price Party A will transfer 49% of the equity of Jiangsu building materials to Party B in the amount of RMB fifty-eight million two hundred and ninety-four hundred yuan only (58290400 yuan) (hereinafter referred to as “transfer price”). (3) Payment method and requirements of the transfer price Party B shall pay off all the transfer price of the transfer object in a lump sum within 5 working days from the effective date of the property right transaction contract. All the transfer price of the subject matter of this transfer shall be paid to the account designated by Anhui chang5 River property right exchange. 4. For the delivery of the transfer subject matter, Party B shall, within 5 working days from the date of obtaining the property right transaction certificate issued by Anhui Changjiang property right exchange, with the property right transaction certificate issued by Anhui Changjiang property right exchange, Party A shall assist Party B in handling the industrial and commercial change registration of the transfer subject matter. 5. Change and termination of the contract (1) the parties may change or terminate the property right transaction contract by consensus. (2) Any change or cancellation of the property right transaction contract shall be in writing and reported to Anhui Changjiang property right exchange for the record. 6. Effectiveness of the contract this contract shall come into force from the date when the legal representatives or authorized representatives of both parties sign and seal. 5、 Pricing basis of related party transactions 1. The pricing of this transaction is based on the evaluation result of the total equity value of Jiangsu building materials shareholders by Beijing Huaya Zhengxin asset evaluation Co., Ltd., which has the qualification of securities and futures related business, with December 31, 2021 as the base date. The pricing is fair and reasonable. 2. Anhui Changjiang property right exchange will organize the intended transferee to quote for this transaction. The offer of the intended transferee shall not be lower than the listing price, and the transaction price shall be determined according to the principle of the higher of the listing price and the offer of the intended transferee. 6、 Transaction purpose and impact on the company this time, the company sold 49% equity of Jiangsu building materials, mainly according to the overall strategic layout of the company, in order to optimize resource allocation, focus on strategic priorities and promote the sustainable, stable and healthy development of the company. The sale of the equity of the participating company will not have a significant impact on the company’s financial and operating conditions, and there is no damage to the legitimate rights and interests of the listed company and its shareholders, especially the minority shareholders. 6 VII. Total amount of all kinds of related party transactions with the related person from the beginning of this year to the disclosure date. From the beginning of 2022 to the disclosure date of this announcement, the total amount of all kinds of related party transactions between the company and Anhui Conch Cement Company Limited(600585) accumulated is 109851 million yuan (excluding the amount of Transactions described in this announcement), which are related to daily operation. 8、 Prior approval opinions of independent directors Chen Jun, Fang Shijiang and Liu Chunyan, the independent directors of the company, reviewed the relevant situation of the related party transaction before the meeting of the board of directors, agreed to submit the proposal to the board of directors for deliberation, and expressed independent opinions. They believed that the related party transaction was caused by the company’s public listing and sale of 49% equity of Jiangsu building materials, and the listing reserve price was not lower than the assessed value of net assets, The transaction price is determined according to the principle of the higher of the listing price and the offer of the intended transferee, which is in line with the principles of fair, just and open market business, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. The voting procedure of this matter is legal, and the related directors avoided voting when the board of directors considered this matter, which is in line with the provisions of relevant laws, regulations and the articles of association of the company. 9、 Documents for future reference 1. Resolutions of the 19th meeting of the ninth board of directors of the company; 2. Resolutions of the 12th meeting of the ninth board of supervisors of the company; 3. Independent opinions of independent directors on relevant matters of the 19th session of the ninth board of directors; 4. Property right transaction contract signed between the company and Anhui Conch Cement Company Limited(600585) Anhui Conch Cement Company Limited(600585) . It is hereby announced. Board of directors of conch (Anhui) energy conservation and environmental protection new materials Co., Ltd. April 28, 2022
