Stock Code: 600847 stock abbreviation: Chongqing Wanli New Energy Co.Ltd(600847) listing place: Shanghai Stock Exchange Chongqing Wanli New Energy Co.Ltd(600847)
Summary of plans for major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions
Name of project counterparty
Major asset replacement and issuance Chongqing Tongzheng Industrial Co., Ltd., Qiu Xiaowei, Qiu Xiaolan, Yang Zhihua, Hu Jing, Li Hao, share purchase assets Ye Rong, Xu Lijing, Wang Peizhu, Huang Zimin, Li Changrong, Hou Qiqi, Xing suomao, Jiao Mao, Xu Wenxiang, Wu Hao, long Taihua, Xu Lingyan, fan Benli, Shi Maohu and Liu Hong
No more than 35 specific investors raised matching funds
January 2002
Statement of listed company
The company and all directors, supervisors and senior managers guarantee that the contents of the plan are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the plan.
The audit and evaluation related to this transaction have not been completed, the relevant data involved in this plan have not been audited and evaluated by the audit and evaluation institution in accordance with the provisions of the securities law, and the audited financial data and asset evaluation results of relevant assets will be disclosed in the reorganization report. The company and all directors, supervisors and senior managers guarantee the authenticity and rationality of the relevant data quoted in this plan and its summary.
The matters stated in this plan and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this reorganization. The effectiveness and completion of the reorganization related matters described in the plan and its summary have yet to be approved by the general meeting of shareholders and the approval or approval of the approval authority. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company's shares or the income of investors.
After the completion of this restructuring, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks arising from this restructuring.
When evaluating this reorganization, investors should seriously consider the risk factors disclosed in this plan in addition to the contents of this plan and the relevant documents disclosed at the same time with this plan. If investors have any questions about this plan and its summary, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
The company / I have provided the company / I with relevant information and documents related to this transaction (including but not limited to original written materials, duplicate materials or oral testimony, etc.) to the company and the intermediaries serving this transaction. The company / I guarantee that the copies or copies of the documents provided are consistent with the original or original, and the signatures and seals of such documents are true; Ensure that the information and documents provided are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided.
During the period of participating in this transaction, the company / I will timely disclose the information related to this transaction to the company in accordance with relevant laws, regulations, rules and relevant regulations of China Securities Regulatory Commission and Shanghai Stock Exchange, and ensure the authenticity, accuracy and integrity of such information, and ensure that there are no false records Misleading statements or material omissions.
If the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or by the CSRC, the company / I will not transfer the shares with interests in the company until the investigation conclusion is formed, And submit the written application for suspension of transfer and stock account to the board of directors of the company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the account information of the company / himself to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the account information of the company / himself to the stock exchange and the registration and Clearing Company, it shall authorize the stock exchange and the registration and Clearing Company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the company / I promise to lock up the shares and voluntarily use them for compensation arrangements for relevant investors.
catalogue
The listed company declares that two
Counterparty statement three
catalogue four
interpretation...... six
1、 General interpretation six
2、 Professional interpretation seven
Section I tips on major issues eight
1、 Overview of this transaction plan eight
2、 Implementation of relevant approval procedures for this transaction nine
3、 Estimated value of underlying assets nine
4、 This transaction constitutes a connected transaction ten
5、 This transaction constitutes a major asset restructuring ten
6、 This transaction does not constitute reorganization and listing ten
7、 The impact of this transaction on listed companies ten
8、 Important commitments made by all parties to this transaction IX. principled opinions of the controlling shareholders of the listed company and their persons acting in concert and actual controllers on the reorganization 18 X. the controlling shareholders of the listed company and their persons acting in concert and actual controllers, as well as all directors, supervisors and senior executives
The share reduction plan of the management personnel from the date of resumption of the reorganization to the completion of the implementation nineteen
11、 The audit and evaluation work has not been completed yet nineteen
12、 Relevant arrangements to protect the legitimate rights and interests of investors twenty
Section II major risk tips twenty-two
1、 Risks associated with this transaction twenty-two
2、 Risks related to the subject company twenty-three
3、 Risks associated with listed companies twenty-five
4、 Other risks twenty-six
Section III overview of this transaction twenty-seven
1、 Background and purpose of this transaction twenty-seven
2、 Implementation of relevant approval procedures for this transaction twenty-nine
3、 The transaction plan twenty-nine
4、 Estimated value of underlying assets thirty-eight
5、 This transaction constitutes a connected transaction thirty-eight
6、 This transaction constitutes a major asset restructuring thirty-nine
7、 This transaction does not constitute reorganization and listing thirty-nine
8、 The impact of this transaction on listed companies thirty-nine
interpretation
In the summary of this plan, unless the context otherwise requires, the following abbreviations have the following meanings: I. General interpretation
Company / listed company / Chongqing Wanli New Energy Co.Ltd(600847) refers to Chongqing Wanli New Energy Co.Ltd(600847) , which is listed and traded on Shanghai stock exchange with the stock code of 600847 SH
Jiatianxia refers to jiatianxia Asset Management Co., Ltd
Huaju Tianxia refers to Beijing Huaju Tianxia Network Technology Co., Ltd
Pukai century refers to Beijing Pukai Century Investment Management Co., Ltd
Pukaishijie refers to Beijing pukaishijie Investment Consulting Co., Ltd
Chetianxia refers to Beijing chetianxia Information Co., Ltd
Zhichuang Tiandi refers to Beijing Zhichuang Tiandi Science & Technology Co.Ltd(600582) Development Co., Ltd
Controlling shareholder / listed company holding refers to jiatianxia and huajutianxia, Pukai century, Pukai Shijie, chetianxia, Zhichuang shareholders and their concerted action
Actual controller / listed company refers to Mo Tianquan
International controller
Wanli power refers to Chongqing Wanli Power Technology Co., Ltd
Assets purchased / assets to be purchased refer to 100% equity of Chongqing Wanli Power Technology Co., Ltd
Teri battery / target company refers to Chongqing Teri battery materials Co., Ltd
Assets to be placed / assets to be placed refer to 48.95% equity of Chongqing Teri battery materials Co., Ltd
The underlying assets refer to 100% equity of Wanli power supply and 48.95% equity of Teri battery
Tongzheng industry refers to Chongqing Tongzheng Industry Co., Ltd
Nanfang Tongzheng refers to Shenzhen Nanfang Tongzheng Investment Co., Ltd
Tongzheng industry, Qiu Xiaowei, Qiu Xiaolan, Yang Zhihua, Hu Jing, Li Hao, ye Rong and the counterparties refer to Xu Lijing, Wang Peizhu, Huang Zimin, Li Changrong, Hou Qiqi, Xing suomao, Jiao Mao, Xu Wenxiang, Wu Hao, long Taihua, Xu Lingyan, fan Benli, Shi Maohu and Liu Hong
The listed company plans to purchase assets by means of major asset replacement and issuing shares. This transaction / reorganization refers to the purchase of 48.95% equity of Teri battery held by the counterparty. At the same time, it plans to raise supporting funds of no more than 150 million yuan by non-public offering of shares
Supporting financing / raising supporting funds means that the listed company plans to raise supporting funds of no more than 150 million yuan by non-public offering of shares to no more than 35 specific investors
Plan / this plan / reorganization plan refers to the plan for Chongqing Wanli New Energy Co.Ltd(600847) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions
Summary of the plan / summary of this plan / refers to the summary of the plan for Chongqing Wanli New Energy Co.Ltd(600847) major asset replacement and share issuance group, the summary of the plan for purchasing assets and raising supporting funds and related party transactions
Major asset replacement and issuance refers to the asset purchase agreement of Chongqing Wanli New Energy Co.Ltd(600847) major asset replacement and issuance of shares
Ordinary shares approved by the CSRC to be issued to domestic investors, listed on the A-share index of domestic securities trading, marked with the par value of the shares in RMB, subscribed and traded in RMB
CSRC refers to the China Securities Regulatory Commission
Shanghai Stock Exchange / stock exchange refers to Shanghai Stock Exchange
Company law means the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
Listing Rules refer to the Listing Rules of Shanghai Stock Exchange
2、 Professional interpretation
An electrode is mainly made of lead and its oxide. The electrolyte is sulfuric acid solution lead-acid battery / lead-acid battery.
In the discharge state of lead-acid battery, the main component of positive electrode is lead dioxide and the main component of negative electrode is lead; Under the charging state, the main components of the positive and negative electrodes are lead sulfate
A kind of battery with lithium metal or lithium alloy as cathode material and non-aqueous electrolyte solution. Lithium battery can be divided into lithium metal battery and lithium ion battery. The "lithium battery" mentioned in this document refers to lithium ion battery
A battery with lithium metal or lithium alloy as cathode material and non-aqueous electrolyte solution. Lithium ion battery is a kind of secondary battery (rechargeable battery). It mainly works by moving lithium ions between the positive and negative electrodes. During charging and discharging, Li + is intercalated and de intercalated back and forth between the two electrodes: during charging, Li + is de intercalated from the positive electrode and embedded into the negative electrode through electrolyte, and the negative electrode is in a lithium rich state; The reverse is true when discharging
