<b>Wanhua Chemical Group Co., Ltd. on the acquisition of Chematur Technologies AB by a subsidiary company</b>

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume joint and several responsibilities for the authenticity, accuracy and completeness of its content. the Important content reminder: the Wanhua Chemical (Hungary) Holding Co., Ltd., a wholly-owned overseas subsidiary of Wanhua Chemical Group Co., Ltd. (hereinafter referred to as "Wanhua Chemical") acquired Jilin Cornell Investment Group Co., Ltd. (hereinafter referred to as "Cornell") and Chematur Technologies AB (hereinafter referred to as "Sweden International Chemicals") held by Energy Technology Co., Ltd. 100%. This acquisition is a conditional acquisition. After the counterparty has fulfilled the obligations under item 4.3 of this announcement, the total acquisition amount is approximately equivalent to RMB 925,445,229. the ●This transaction does not constitute a related transaction, does not constitute a major asset restructuring, and there is no major legal obstacle. the ●This equity acquisition does not need to be reviewed by the company's board of directors and shareholders' meeting, and does not need to be approved by relevant government departments. the ●Special risk warning: Swedish International Chemicals owns MDI, TDI, hydrogen peroxide, biochemical and other technologies. After the equity acquisition is completed, its business scope may change, and there is a risk of fluctuations in operating income. the Note: Exchange rate conversion: the total amount is calculated at the exchange rate of 1 US dollar = 6.8747 RMB the 1. Transaction overview the (1) Basic information on the acquisition of equity the Wanhua Chemical Group Co., Ltd. recently received a notification from Wanhua Chemical (Hungary) Holding Co., Ltd., a wholly-owned overseas subsidiary company, that it has completed the acquisition of Jilin City Cornell Investment Group Co., Ltd. (hereinafter referred to as "Cornell") and Euro-American Energy Chematur Technologies AB (hereinafter referred to as "Sweden International Chemicals") held by Chematur Technologies Co., Ltd. has completed the above-mentioned equity transfer procedures. the (2) This equity acquisition does not need to be reviewed by the company's board of directors and shareholders' meeting, and does not need to be approved by relevant government departments. the (3) This equity acquisition is not a related party transaction or a major asset reorganization. the 2. The basic situation of the counterparty the (1) Jilin City Cornell Investment Group Co., Ltd. the Enterprise nature: private limited liability company the Registered place: No. 480, Jigu Highway, Jilin Economic and Technological Development Zone, Jilin City (Room 307, Comprehensive Building Office, Provincial Chemical Entrepreneurship Incubation Park) the Business scope: foreign investment with self-owned funds the (2) European and American Energy Technology Co., Ltd. the Enterprise nature: private limited liability company the Registration place: CHEONG TAI COMMERCIAL BILDING 66 WING LOK STREET SHEUNG WAN, Hong Kong the Business Scope: Investment Holding the 3. Basic information on the subject matter of the transaction the Company Name: Chematur Technologies AB the Enterprise nature: private limited company the Office address: Bagg?ngsv?gen 43, 69146, Karlskoga the Number of issued shares: 3000 shares the Main business situation: Swedish International Chemicals is mainly engaged in technology research and development, external technology licensing, engineering design related to technology licensing, technical consulting services, etc. It has MDI, TDI , hydrogen peroxide, biochemical and other related proprietary technologies. the External shareholding: Swedish International Chemicals holds 100% of Chematur Engineering AB; 51% of Hangzhou Zhekai Engineering Technology Co., Ltd.; 25% of IBI Chematur (Engineering & Consultancy) Ltd. the The main financial indicators of Swedish International Chemicals: the The financial data for 2018 have been audited by Deloitte AB (Deloitte Sweden Accounting Firm). the Note: The balance sheet is calculated based on the central parity rate on December 31, 2018 (RMB 1 = SEK 1.3134), and the income statement is calculated based on the annual average exchange rate in 2018 (RMB 1 = SEK 1.3156). the 4. Main contents of the acquisition agreement the 1. Agreement transfer the Jilin Cornell Investment Group Co., Ltd. directly held 2,250 shares of Swedish International Chemicals (equity code: No.1-2250, accounting for 75% of all issued shares), and Europe and the United States Energy Technology Co., Ltd. directly held 750 shares of Swedish International Chemicals (stock code: No.2251-3000, accounting for 25% of all issued shares) were transferred to Wanhua Chemical (Hungary) Holding Co., Ltd. by agreement. the 2. The agreed amount the The total transfer amount of the above-mentioned equity is approximately equivalent to RMB 925,445,229. the 3. Arrangement for the payment of the agreed transfer the The equity transfer price shall be paid in installments. Among them, the first phase of the equity transfer price shall be paid within 10 working days from the completion date of the equity transfer, and the remaining payment shall be paid when the conditions stipulated in the contract are met. the According to the agreement, Cornell, the counterparty to the transaction, needs to perform the following obligations: by adjusting Fujian Cornell Polyurethane the The shareholding structure of the limited liability company achieves the final shareholding ratio: Wanhua Chemical holds 80%, and Cornell holds 20%. the (Attachment: Fujian Cornell Polyurethane Co., Ltd. was established on December 01, 2017, and its registered place is located in Jiangyin Industrial Complex, Fuqing City, Fuzhou City, Fujian Province.2nd Floor, Port Service Center Building, Gangqian Road, District. The company's registered capital is 2.8 billion yuan, and its shareholders include Cornell, Fujian Petrochemical Group Co., Ltd. and Fuzhou State-owned Assets Investment and Development Group Co., Ltd., with shareholding ratios of 55%, 25%, and 20% respectively. The current actual amount of capital contribution is 0 yuan. ) the At present, the two parties are actively discussing the matters involved in Cornell's performance of the above obligations, and the company will perform relevant decision-making procedures and information disclosure obligations in a timely manner according to the progress. the 4) Dispute resolution the The "Equity Transfer Agreement" shall be governed by Swedish law. If the two parties have a dispute and cannot reach an agreement through negotiation, it shall be submitted to the United Nations International Law Trade Commission in Vienna, Austria for arbitration. the There is no relationship in terms of property rights, business, assets, creditor's rights, debts, personnel, etc. between the counterparty of this equity acquisition and the target of the acquisition and Wanhua Chemical. the V. The purpose of this acquisition and its impact on listed companies the Swedish International Chemicals is mainly engaged in technology research and development, external technology licensing, engineering design related to technology licensing, technical consulting services, etc. The purpose of this acquisition is to optimize the company's research and development capabilities in Europe, and promote and enhance the company's global industry competitiveness. the After the completion of this transaction, Swedish International Chemicals will become a wholly-owned subsidiary of the company and will be included in the scope of the company's consolidated statements. the 6. Risk analysis of this acquisition the 1. The main business of Swedish International Chemicals is technology transfer. After the equity acquisition is completed, the business scope may change, and there is a risk of operating income fluctuations; the 2. The main business of Swedish International Chemicals is greatly affected by technology transfer and licensing cooperation projects. Therefore, the operating income fluctuates greatly in different operating periods, and there is a risk of operating fluctuations. the Special announcement. the Wanhua Chemical Group Co., Ltd. the July 31, 2019