Securities code: Wuhu Conch Profiles And Science Co.Ltd(000619) securities abbreviation: conch new materials Announcement No.: 202229 conch (Anhui) energy conservation and environmental protection new materials Co., Ltd. announcement of the resolution of the 19th meeting of the ninth board of directors
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、 Meetings of the board of directors
1. Time and method of notice of the board of directors
The notice of the 19th meeting of the 9th board of directors of conch (Anhui) energy conservation and environmental protection new materials Co., Ltd. (hereinafter referred to as “the company”) was sent in writing (direct or e-mail) on April 16, 2022.
2. Time, place and method of board meeting
The 19th meeting of the ninth board of directors of the company was held by means of communication on the afternoon of April 27, 2022.
3. 9 directors should attend the board meeting and 9 actually attended.
4. The meeting was presided over by Mr. Wan Yong, chairman of the company. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates.
5. The meeting of the board of directors was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. The meeting 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.
Upon deliberation and approval at the 16th meeting of the ninth board of directors of the company, the company publicly listed and sold 49% equity of Jiangsu Conch Building Materials Co., Ltd. (hereinafter referred to as “Jiangsu building materials”) through Anhui Changjiang Property Exchange on March 18, 2022, with a listing reserve price of 582904 million yuan. The specific transaction price will be determined according to the results of public bidding. 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) “), has been solicited with a quotation of 582904 million yuan. According to the relevant provisions of Anhui Changjiang property right exchange, Anhui Conch Cement Company Limited(600585) is the transferee, and the subject equity is transferred by agreement.
The board of directors agreed that the company would sell 49% of the equity of Jiangsu building materials to Anhui Conch Cement Company Limited(600585) according to the results of public listing, and the sale price would be determined according to the principle of the higher of the listing price and Anhui Conch Cement Company Limited(600585) quotation, i.e. 582904 million yuan, and agreed that the company and Anhui Conch Cement Company Limited(600585) would sign the property right transaction contract. As 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 related party transaction.
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the management system of related party transactions of the company, as this related party transaction was generated by public listing and the price was fair and reasonable, the company applied to Shenzhen stock exchange for the above related party transactions and was exempted from the deliberation procedures of the general meeting of shareholders. The above matters took effect after being deliberated and approved by the non affiliated directors of the board of directors, and the affiliated directors Mr. Wan Yong and Mr. Wang Pengfei avoided voting. For details of the disclosure of 49% shares of Jiangsu Juchao Securities Co., Ltd. in the announcement of Jiangsu Juchao Securities Co., Ltd. on the same day.
7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 19th meeting of the ninth board of directors of the company.
It is hereby announced.
Board of directors of conch (Anhui) energy conservation and environmental protection new materials Co., Ltd. April 28, 2022
