Securities code: 600847 securities abbreviation: Chongqing Wanli New Energy Co.Ltd(600847) Announcement No.: 2022-003
Chongqing Wanli New Energy Co.Ltd(600847)
Announcement of resolutions of the third meeting of the 10th 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.
Chongqing Wanli New Energy Co.Ltd(600847) (hereinafter referred to as “the company” and “listed company”) the third meeting of the 10th board of directors (hereinafter referred to as “the meeting”) was held on January 19, 2022 by on-site and communication voting. 9 directors should attend the meeting, 9 directors actually attended the meeting, and some supervisors and senior managers attended the meeting as nonvoting delegates. The notice of this meeting was issued on January 17, 2022. The meeting was presided over by Mr. Mo Tianquan, chairman. The meeting was held in accordance with the company law of the people’s Republic of China and the articles of association. The directors present at the meeting deliberated and adopted the following proposals:
1、 The proposal on the compliance of the company’s major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions with the provisions of relevant laws and regulations was deliberated and adopted
In accordance with the relevant provisions of laws, regulations and normative documents such as 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 major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, and the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, After self-examination and demonstration of the actual situation of the company, the board of Directors believes that the company’s major asset replacement, issuance of shares to purchase assets and raising supporting funds (hereinafter referred to as “this major asset reorganization” or “this transaction”) meet the requirements and conditions specified in the above laws and regulations.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the company’s major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions was deliberated and adopted one by one
The scheme of this transaction is as follows:
(I) overall scheme
This transaction consists of major asset replacement, issuing shares to purchase assets and raising supporting funds.
The listed company plans to take its 100% equity (estimated value of 680 million yuan) of Chongqing Wanli Power Technology Co., Ltd. (hereinafter referred to as “Wanli power”) as its assets, The 48.95% equity (estimated value of 1150428400 yuan) of Chongqing Teri battery materials Co., Ltd. (hereinafter referred to as “Teri battery”) jointly held with the counterparty is replaced by the equivalent part of the assets. For the difference between the placed assets and the placed assets (the estimated value is 470428400 yuan), the listed company shall issue shares to purchase from all counterparties.
Meanwhile, the listed company plans to raise matching funds of no more than 150 million yuan by non-public offering of shares to no more than 35 specific investors, the total amount of matching funds raised shall not exceed 100% of the transaction price of issuing shares to purchase assets in this transaction, and the number of shares issued shall not exceed 30% of the total share capital of the listed company before this transaction. After paying the intermediary fees, the raised matching funds will increase the capital of Teri battery for the projects under construction of Teri battery. The capital increase price will be determined according to the final transaction price of Teri battery determined in this transaction. After the capital increase is completed, the shareholding ratio of the listed company to Teri battery will not be less than 51%.
This major asset replacement and the issuance of shares to purchase assets are the premise of each other and implemented simultaneously; The raising of matching funds is based on the successful implementation of major asset replacement and issuance of shares to purchase assets, but the successful implementation of major asset replacement and issuance of shares to purchase assets is not based on the successful implementation of raising matching funds. The final success of raising matching funds does not affect the implementation of this major asset replacement and issuance of shares to purchase assets. If the raised supporting funds are not successfully implemented, the listed company has the right to raise funds by itself to increase the capital of Teri battery at the final transaction price of Teri battery determined in this transaction, so as to ensure that the shareholding ratio of the listed company to Teri battery is not less than 51%.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) specific scheme
1. Major asset replacement
(1) Counterparty
The counterparties of this major asset replacement are 21 shareholders of Teri battery, including Chongqing Tongzheng Industry Co., Ltd. (hereinafter referred to as “Tongzheng industry”), Qiu Xiaowei, Qiu Xiaolan, Yang Zhihua, Hu Jing, Li Hao, ye Rong, Xu Lijing, Wang Peizhu, Huang Zimin, Li Changrong, Hou Qiqi, Xing Suo Mao, Jiao Mao, Xu Wenxiang, Wu Hao, long Taihua, Xu Lingyan, fan Benli Shi Maohu, Liu Hong.
(2) Transaction content
The listed company plans to take its 100% equity of Wanli power supply (estimated value is 680 million yuan) as the disposed assets and replace the equivalent part of 48.95% equity of Teri battery (estimated value is 1150428400 yuan) held by the counterparty. The audit and evaluation of the disposed assets and the disposed assets have not been completed. The final transaction price of the assets placed and the assets placed will be based on the evaluation results of the asset evaluation report issued by the asset evaluation institution in accordance with the provisions of the securities law, and shall be determined by the parties to the transaction through consultation.
The assets purchased will be jointly undertaken by all counterparties, of which Tongzheng industry will undertake 45% equity of Wanli power supply, and the other 20 counterparties will undertake 55% equity of Wanli power supply according to the relative proportion of their equity of Teri battery.
In this transaction, the major asset replacement arrangements between the listed company and the counterparty are tentatively as follows:
Unit: 10000 yuan
Name of the counterparty selling the placed assets and selling the shares of the assets for consideration proportion of the assets to be placed ① pricing ② (① – ②) asset proportion
Tongzheng industry 15.54% 36509.61 30600.00 5909.61 45.00%
Qiu Xiaowei 2.01% 4721.07 2248.32 2472.75 3.31%
Qiu Xiaolan 0.54% 1258.95 599.55 659.40 0.88%
Tongzheng industry and persons acting in concert 18.09% 42489.64 33447.88 9041.76 49.19% total
Yang Zhihua 4.82% 11330.57 5395.97 5934.59 7.94%
Hu Jing 4.11% 9651.97 4596.57 5055.40 6.76%
Li Hao 3.21% 7553.71 3597.32 3956.40 5.29%
Ye Rong 3.21% 7553.71 3597.32 3956.40 5.29%
Xu Lijing 2.41% 5665.28 2697.99 2967.30 3.97%
Wang Peizhu 2.41% 5665.28 2697.99 2967.30 3.97%
Huang Zimin 2.41% 5665.28 2697.99 2967.30 3.97%
Li Changrong 2.41% 5665.28 2697.99 2967.30 3.97%
Hou Qiqi 1.21% 2832.64 1348.99 1483.65 1.98%
Xing suomao 1.21% 2832.64 1348.99 1483.65 1.98%
Coke wool 0.80% 1888.43 899.33 989.10 1.32%
Xu Wenxiang 0.67% 1573.69 749.44 824.25 1.10%
Wu Hao 0.54% 1258.95 599.55 659.40 0.88%
Longtaihua 0.54% 1258.95 599.55 659.40 0.88%
Xu Lingyan 0.49% 1149.63 547.49 602.14 0.81%
Fan Benli 0.27% 629.48 299.78 329.70 0.44%
Shi Maohu 0.08% 188.84 89.93 98.91 0.13%
Liu Hong 0.08% 188.84 89.93 98.91 0.13%
Total 48.95% 115042.84 68000.00 47042.84 100.00%
Note: the controlling shareholder of Tongzheng industry is Shenzhen Nanfang Tongzheng Investment Co., Ltd. (hereinafter referred to as “Nanfang Tongzheng”), and the actual controller is Liu Xicheng; Qiu Xiaowei and Liu Xicheng are spouses, and Qiu Xiaolan and Qiu Xiaowei are sisters; Qiu Xiaowei, Qiu Xiaolan, Tongzheng industry and Nanfang Tongzheng constitute a concerted action relationship.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Issue shares to purchase assets
(1) Transaction price and payment method
For the difference between the transaction price of assets placed and assets placed out (the estimated value is 470428400 yuan), the listed company shall purchase it from all counterparties by issuing shares. The transaction price of assets purchased by issuing shares this time is determined by the final transaction price of assets placed and assets placed after the completion of audit and evaluation. (2) Class and par value of shares issued
The shares issued to purchase assets are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
(3) Issue price
According to the measures for the administration of major asset restructuring of listed companies, the price of shares issued by listed companies shall not be lower than 90% of the market reference price. The market reference price is the average trading price of the shares of the listed company on several trading days before the announcement date of the resolution of the board of directors to consider this transaction = the total trading volume of the shares of the listed company on several trading days before the announcement date of the resolution / the total trading volume of the shares of the listed company on several trading days before the announcement date of the resolution. The pricing benchmark date of this transaction is the announcement date of the resolution of the third meeting of the 10th board of directors of the listed company. The average trading price of the shares of the listed company 20 trading days, 60 trading days and 120 trading days before the pricing benchmark date is as follows:
Unit: yuan / share
Average transaction price of the project * 90%
18.30 16.47 in the first 20 trading days
17.33 15.60 in the first 60 trading days
15.91 14.32 in the first 120 trading days
Through friendly negotiation between all parties to the transaction, the issuance price of the issued shares to purchase assets is 14.32 yuan / share, which is no less than 90% of the average stock trading price of 120 trading days before the pricing benchmark date.
On the pricing benchmark date of this issue of shares to purchase assets
