安徽皖维高新材料股份有限公司关于发行股份购买资产并募集配套资金暨关联交易之限售股份解除限售的提示性公告

Core Viewpoint - Anhui Wanwei High-tech Materials Co., Ltd. is set to lift the trading restrictions on 143,211,757 shares, which represents 6.92% of the company's total share capital, effective September 9, 2025, following a non-public share issuance for asset acquisition and fundraising [1][8]. Summary by Sections Stock Issuance and Listing - The stock type for this issuance is non-publicly issued shares with limited trading conditions, totaling 143,211,757 shares [1]. - The approval for the stock issuance was granted by the China Securities Regulatory Commission on July 22, 2022, allowing the company to issue shares to various investors for asset acquisition and fundraising [1]. Share Capital Changes - Following the completion of the major asset restructuring, the company's total share capital increased from 2,159,249,374 shares to 2,069,106,449 shares [2]. - The newly issued shares for asset acquisition amounted to 188,388,619 shares, while the fundraising through non-public issuance accounted for 44,966,063 shares, both classified as limited trading shares [2]. Lock-up Period and Commitments - The shares acquired through this transaction are subject to a lock-up period of 36 months from the issuance date, which began on September 9, 2022 [3][4]. - Commitments made by shareholders include a prohibition on transferring shares for 18 months for pre-transaction holdings and 36 months for shares acquired through the transaction [3][5]. Performance Compensation - The performance commitments for the acquired entity, Wanwei Jisheng, include net profit targets of 46.17 million yuan, 81.52 million yuan, and 94.45 million yuan for the years 2022, 2023, and 2024, respectively [5]. - A total of 90,142,925 shares were canceled due to unmet performance commitments, all of which were limited trading shares [6][7]. Verification and Compliance - The underwriting institution, Caitong Securities, confirmed that the share issuance and the lifting of trading restrictions comply with relevant laws and regulations [7]. - The company has adhered to all commitments during the lock-up period, and there are no instances of non-operational fund occupation by major shareholders [7][8].