Chongqing Wanli New Energy Co.Ltd(600847) board of directors
Explanation on the conformity of this reorganization with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies
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. (hereinafter referred to as “Teri battery”) 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”). The board of directors of the company made a prudent judgment on whether the transaction plan complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies issued by the China Securities Regulatory Commission. The details are as follows: 1. The invested assets in this transaction are 48.95% equity of Teri battery, which does not involve project initiation, environmental protection, industry access, land use, planning Construction and other related matters for approval. The company has disclosed in detail the matters related to the approval involved in this transaction in 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, and made special tips on the risks that may not be approved.
2. The assets placed in this transaction are 48.95% equity of Teri battery, of which 15.54% equity of Teri battery held by Chongqing Tongzheng Industry Co., Ltd. (hereinafter referred to as “Tongzheng industry”) has been pledged to the company. Tongzheng industry and the company have agreed in the agreement on major asset replacement and issuance of shares to purchase assets that after the transaction passes all the required deliberation and review procedures and before asset delivery, the company will cooperate with the cancellation of the above equity pledge to ensure that the placed assets can be successfully transferred to the company’s name. In addition to such circumstances, the counterparty legally owns the placed assets, there are no other restrictions or prohibitions on transfer, and there are no situations where the counterparty’s investment is untrue or affects the legal existence of Teri battery.
3. Before this transaction, the company and Teri battery operated independently with complete assets. This transaction will help to improve the integrity of the company’s assets, and the company will continue to maintain necessary independence in terms of personnel, procurement, production, sales and intellectual property rights.
4. After the completion of this transaction, Teri battery will become the holding subsidiary of the company. This transaction will help the company improve its financial situation, enhance its sustainable profitability, enhance its anti risk ability and independence, and will not lead to new horizontal competition and unnecessary related party transactions.
To sum up, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies issued by the China Securities Regulatory Commission.
It is hereby explained.
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(there is no text on this page, which is the seal page of the Chongqing Wanli New Energy Co.Ltd(600847) board of directors’ statement on the conformity of this reorganization with the provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies)
Chongqing Wanli New Energy Co.Ltd(600847) board of directors January 19, 2022
