Stock Code: 600847 stock abbreviation: Chongqing Wanli New Energy Co.Ltd(600847) Announcement No.: 2022-008 Chongqing Wanli New Energy Co.Ltd(600847)
Announcement of abnormal fluctuations in stock trading
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
● Chongqing Wanli New Energy Co.Ltd(600847) (hereinafter referred to as “the company” and “the listed company”) shares deviated from the closing price by more than 20% in two consecutive trading days on January 20, 2022 and January 21, 2022. According to the trading rules of Shanghai Stock Exchange, it belongs to abnormal fluctuation of stock trading. ● the assets placed in this transaction are 48.95% equity of Teri battery, and the estimated value of the assets placed is RMB 1150428400. In this transaction, the difference between the transaction price of assets placed and assets placed (estimated value is 470428400 yuan) is purchased from all counterparties by the company by issuing shares, with the number of shares issued being 32851137. Without considering the raising of supporting funds, the total share capital of the company is expected to be 186138537 shares after the issuance. According to the company’s closing price of 23.69 yuan / share today, the total market value of the company is expected to be 4.41 billion yuan, which is significantly higher than the above estimated value range of Teri battery.
● the company plans to purchase 48.95% equity of Teri battery by means of major asset replacement and issuing shares to purchase assets. At the same time, it 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. On January 19, 2022, the company held the third meeting of the 10th board of directors, deliberated and approved the relevant proposals on the major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions. The transaction can be formally implemented only after the approval procedures of the board of directors and the general meeting of shareholders and the approval of the China Securities Regulatory Commission. Whether the transaction can obtain the above approval and the final approval time are uncertain. Please pay attention to the relevant announcements and pay attention to the investment risks.
● although the company has formulated confidentiality measures in accordance with relevant regulations and implemented them strictly by reference, in the process of this transaction, there is still the possibility that this transaction may be suspended, suspended or cancelled due to the abnormal fluctuation of the company’s share price or the abnormal transaction may be suspected of insider trading. Please pay attention to the relevant risks.
1、 Abnormal fluctuations in stock trading
The cumulative deviation of the closing price increase of the company’s shares for two consecutive trading days on January 20, 2022 and January 21, 2022 exceeds 20%. According to the relevant provisions of the trading rules of Shanghai Stock Exchange, it belongs to abnormal fluctuation of stock trading.
2、 Relevant information concerned and verified by the company
In view of the abnormal fluctuation of the company’s shares, the company has checked the relevant matters, and now the relevant information is explained as follows: (I) production and operation
According to the company’s self inspection, the company’s daily operation is normal and the external environment has not changed significantly.
(II) major events
The company plans to purchase 48.95% equity of Teri battery by means of major asset replacement and issuing shares to purchase assets. At the same time, it 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. On January 19, 2022, the company held the third meeting of the 10th board of directors, deliberated and approved the relevant proposals on the major asset replacement, issuing shares to purchase assets and raising supporting funds and related party transactions. For details of the transaction plan, please refer to the relevant announcement disclosed by the company on the designated information disclosure website on January 20, 2022.
After the company’s self-examination and verification by sending letters to the controlling shareholders and actual controllers, in addition to the above matters, the company, the controlling shareholders and actual controllers do not have any major information that should be disclosed but not disclosed related to the company, including but not limited to major asset restructuring, share issuance, acquisition, debt restructuring, business restructuring, asset stripping and asset injection related to the company Share repurchase, equity incentive, bankruptcy reorganization, major business cooperation, introduction of strategic investors and other major issues.
(III) media reports, market rumors and hot concepts
Upon verification by the company, no media reports or market rumors requiring clarification or response are found, nor is the concept of market hot spots involved.
(IV) other stock price sensitive information
After verification by the company, the controlling shareholder, actual controller, directors, supervisors and senior managers of the company did not buy or sell the company’s shares during the abnormal fluctuation of the company’s stock trading, and there were no other major events that may have a great impact on the company’s stock price.
3、 Relevant risk tips
1. There is uncertainty in major asset restructuring.
The following procedures still need to be performed for this transaction: (1) after the audit and evaluation of the assets placed and out of this transaction are completed and the transaction price is determined, the listed company needs to convene the board of directors again to review and approve the formal scheme of this transaction; (2) The shareholders’ meeting of the listed company deliberates and approves the formal plan of the transaction; (3) Obtain the approval of the China Securities Regulatory Commission, and the implementation of the restructuring plan shall be subject to the approval of the China Securities Regulatory Commission, and shall not be implemented without the above approval; (4) Other necessary approval, filing or authorization (if any). Whether the transaction can obtain the above approval and the final approval time are uncertain. The listed company will timely announce the latest progress of the reorganization. Please pay attention to the relevant announcements and pay attention to the investment risks.
2. After the issuance, the total market value of the company is expected to be significantly higher than the estimated value of placed assets.
The assets placed in this transaction are 48.95% equity of Teri battery, and the estimated value of assets placed is RMB 1150428400. In this transaction, the difference between the transaction price of assets placed and assets placed (estimated value is 470428400 yuan) is purchased from all counterparties by the company by issuing shares, with the number of shares issued being 32851137. Without considering the raising of supporting funds, the total share capital of the company is expected to be 186138537 shares after the issuance. According to the company’s closing price of 23.69 yuan / share today, the total market value of the company is expected to be 4.41 billion yuan, which is significantly higher than the above estimated value range of Teri battery.
3. The risk of suspension, suspension or cancellation of this transaction due to abnormal fluctuation of the company’s share price or abnormal trading may be suspected of insider trading.
Although the company has formulated confidentiality measures in accordance with relevant regulations and implemented them strictly by reference, in the process of this transaction, there is still the possibility that this transaction may be suspended, suspended or cancelled due to the abnormal fluctuation of the company’s share price or the abnormal transaction may be suspected of insider trading. Please pay attention to the relevant risks.
4、 Statement of the board of directors and commitments of relevant parties
The board of directors of the company confirms that, in addition to the above matters, the company does not have any matters that should be disclosed but not disclosed in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange or the planning, negotiation, intention and agreement related to such matters, and the board of directors has not been informed of the matters that should be disclosed but not disclosed in accordance with the relevant provisions Information that may have a great impact on the trading price of the company’s shares and their derivatives; There is no need to correct or supplement the information disclosed by the company in the early stage.
5、 Other tips
The company will conscientiously perform the obligation of information disclosure and do a good job of information disclosure in a timely manner in strict accordance with the provisions and requirements of relevant laws and regulations. The relevant information of the company is available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And relevant announcements published in Shanghai Securities News, securities times, China Securities News and Securities Daily, the legal information disclosure media.
It is hereby announced.
Chongqing Wanli New Energy Co.Ltd(600847) board of directors January 21, 2022
