Chongqing Wanli New Energy Co.Ltd(600847) board of directors
On the completeness and compliance of the legal procedures for the performance of this transaction and the submission of legal documents
Description of effectiveness
Chongqing Wanli New Energy Co.Ltd(600847) (hereinafter referred to as “the company”) plans to purchase 48.95% equity of Chongqing Teri battery materials Co., Ltd. by means of major asset replacement and issuing shares to purchase assets, and plans to raise supporting funds by non-public offering of shares (hereinafter referred to as “the transaction”).
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the standardization of major asset restructuring of listed companies and other laws, regulations and normative documents, the board of directors of the company has fully performed the legal procedures for this restructuring Compliance and validity of legal documents submitted are described as follows:
1、 On the completeness and compliance of legal procedures for the performance of this reorganization
1. Due to the uncertainty of matters related to this transaction, in order to safeguard the interests of investors and avoid abnormal fluctuation of the company’s share price, according to the relevant provisions of Shanghai Stock Exchange, upon application, the trading of the company’s shares (Securities abbreviation: Chongqing Wanli New Energy Co.Ltd(600847) , securities code: 600847) will be suspended from the opening of the market on January 6, 2022, and the suspension is expected to be no more than 10 trading days. On the same day, the company posted on cninfo (www.cn. Info. Com. CN.) The announcement on suspension of planning for major asset restructuring (Announcement No.: 2022-002) was disclosed.
2. After the suspension of stock trading, the company registered the insiders involved in this transaction and submitted the list of insiders to Shanghai Stock Exchange.
3. During the period of stock suspension, the company actively promoted the restructuring work together with intermediaries in accordance with the provisions of relevant laws, regulations and normative documents, and further communicated and demonstrated the restructuring plan; Signed a confidentiality agreement with relevant intermediaries and strictly implemented relevant confidentiality measures.
4. On January 19, 2022, the company held the third meeting of the 10th board of directors, deliberated and approved the relevant proposals of the transaction plan, and signed the agreement on major asset replacement and issuance of shares to purchase assets with conditional effect with the counterparty. Before the board meeting, the independent directors of the company carefully reviewed the relevant proposals and documents of the transaction, approved the transaction in advance, agreed to submit the relevant proposals to the board of directors for deliberation, and expressed independent opinions on the transaction.
The company has complied with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the standardization of major asset restructuring of listed companies and other relevant laws, regulations, normative documents and the articles of association, The necessary legal procedures at this stage have been performed for matters related to this reorganization, which are complete, legal and effective.
2、 On the validity of legal documents submitted
In accordance with the provisions of laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, All directors of the company make the following statements and guarantees on the relevant legal documents submitted for this reorganization: there are no false records, misleading statements or major omissions in the legal documents submitted by the company for this reorganization, and all directors of the company bear individual and joint legal liabilities for their authenticity, accuracy and completeness.
In conclusion, the board of directors of the company believes that, as of the date of issuance of this note, the legal procedures performed by the company in this reorganization are complete, legal and effective, comply with the provisions of relevant laws, regulations, departmental rules, normative documents and the articles of association, and the legal documents submitted by the company in this reorganization are legal and effective.
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Chongqing Wanli New Energy Co.Ltd(600847) board of directors January 19, 2022
