Stock Code: 300909 stock abbreviation: Shenzhen Hui Chuang Da Technology Co.Ltd(300909) stock listing place: Shenzhen Stock Exchange Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Issuing shares and paying cash to purchase assets
Plan for raising supporting funds and related party transactions (Abstract)
Transaction type counterparty name
Duan Zhigang, Duan Zhijun
Issuing shares and paying cash Shenzhen Frd Science & Technology Co.Ltd(300602)
Purchase of assets Dongguan xinweitongda venture capital partnership (limited partnership)
Suzhou Huaye Zhiyuan No.1 venture capital partnership (limited partnership)
Raise supporting funds Li Ming
December, 2001
Statement of transaction parties
1、 Statement of the listed company and all directors, supervisors and senior managers
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as "the company", "listed company" or " Shenzhen Hui Chuang Da Technology Co.Ltd(300909) ") ）And all directors, supervisors and senior managers guarantee that the contents of the plan and its summary are true, accurate and complete, and shall be jointly and severally liable for false records, misleading statements or major omissions in the plan and its summary. All directors, supervisors and senior managers promise that if the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by judicial authorities or by CSRC, I agree not to transfer the shares with interests in the listed company before forming the investigation conclusion, And submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit his identity information to the stock exchange and the registration and settlement company after verification and apply for locking; The board of directors did not submit their identity information to the stock exchange and the registration and Clearing Company, and authorized the stock exchange and the registration and Clearing Company to directly lock relevant shares. If the investigation concludes that there are violations of laws and regulations, I promise to lock up the shares and voluntarily use them for compensation arrangements for relevant investors.
As of the date of signing the plan and its abstract, the audit and evaluation related to the issue of shares, the payment of cash to purchase assets and the raising of supporting funds have not been completed. The company will convene the board of directors again after the completion of audit and evaluation to prepare and disclose the restructuring report. The company and all members of the board of directors guarantee the authenticity and rationality of the relevant data quoted in the plan and its summary. The audited financial data, asset evaluation results and transaction plan of the subject company involved in this transaction will be disclosed in the restructuring report.
The company specially reminds investors that as the audit and evaluation related to the underlying assets have not been completed, the audited financial data, evaluation or valuation final results of relevant assets may be quite different from the disclosure of the plan, and draws investors' attention to relevant risks.
There is uncertainty in this plan and its summary. In the process of subsequent negotiation, formation, approval and review, all parties may not reach an agreement on the formal transaction scheme or its improvement, resulting in the cancellation of this transaction.
The matters stated in this plan and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shenzhen Stock Exchange on matters related to this reorganization. The effectiveness and completion of the matters related to the reorganization described in the plan and its summary must be reviewed by Shenzhen Stock Exchange and registered by China Securities Regulatory Commission. Any decision or opinion made by the examination and approval authority on matters related to this reorganization does not indicate that it makes a substantive judgment or guarantee on the value of the company's shares or the income of investors.
After the completion of this restructuring, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks arising from this restructuring. When evaluating the reorganization, in addition to the contents of the plan and its summary and the relevant documents disclosed at the same time with the plan and its summary, investors should also seriously consider the risk factors disclosed in the plan and its summary. If investors have any questions about this plan and its summary, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants. 2、 Counterparty statement
In this restructuring, the counterparty Shenzhen Frd Science & Technology Co.Ltd(300602) , Dongguan xinweitongda venture capital partnership (limited partnership), Suzhou Huaye Zhiyuan No. 1 venture capital partnership (limited partnership), Duan Zhigang and Duan Zhijun have issued commitment letters:
1. During the duration of this transaction, I / the enterprise / the company will timely provide information related to this transaction to the listed company and its relevant securities service institutions, and ensure that the data or information provided in paper or electronic form is true, accurate and complete without false records, misleading statements or major omissions; Relevant copies or copies shall be consistent with the original or the original, and all signatures and seals on the documents shall be true and valid; I / the enterprise / the company, as the signatory of these documents, have been legally authorized and effectively signed.
2. If I / our company / our company causes losses to listed companies, investors and relevant securities service institutions due to false records, misleading statements or major omissions in the information provided, or due to non performance or improper performance of the above commitments, I / our company / our company agree to bear corresponding compensation liabilities in accordance with the provisions of laws, regulations and normative documents.
3. If the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or by the CSRC, I / the enterprise / the company agree not to transfer the shares with interests in the listed company before forming the investigation conclusion, And submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of me / the enterprise / the company; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the identity / account information of myself / the enterprise / the company to the stock exchange and the registration and settlement company after verification and apply for locking; The board of directors did not submit the identity / account information of itself / the enterprise / the company to the stock exchange and the registration and Clearing Company, and authorized the stock exchange and the registration and Clearing Company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, I / the enterprise / the company promise to lock up shares and voluntarily use them for compensation arrangements for relevant investors.
4. This letter of commitment takes effect from the date of issuance and is an irrevocable legal document.
catalogue
The parties to the transaction declare that two
1、 Statement of the listed company and all directors, supervisors and senior managers two
2、 Counterparty statement 3 catalog 5 interpretation six
1、 Common words six
2、 Professional vocabulary Section 1 tips on major issues ten
1、 Overview of this transaction plan ten
2、 This transaction constitutes a connected transaction sixteen
3、 This transaction is not expected to constitute a major asset restructuring seventeen
4、 This transaction does not constitute reorganization and listing seventeen
5、 Evaluation and pricing of this transaction seventeen
6、 Decision making procedures and approval of this transaction seventeen
7、 The impact of this restructuring on listed companies eighteen
8、 After the completion of this transaction, the equity distribution of the listed company still meets the listing conditions twenty
9、 Important commitments made by relevant parties in this restructuring twenty
10、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization 28 Xi. Controlling shareholders of listed companies and persons acting in concert, shares of directors, supervisors and senior managers of listed companies
Share reduction plan twenty-eight
12、 Other important matters 28 section II major risk tips thirty-two
1、 Risks associated with this transaction thirty-two
2、 Risks related to the subject matter of the transaction thirty-four
3、 Other risks Section 3 overview of this transaction thirty-seven
1、 Transaction background and purpose thirty-seven
2、 Overview of this transaction plan thirty-nine
3、 This transaction is not expected to constitute a major asset restructuring forty-eight
4、 This transaction constitutes a connected transaction forty-nine
5、 This transaction does not constitute reorganization and listing forty-nine
6、 Estimated valuation of underlying assets forty-nine
7、 The approval procedures that have been performed and have not been performed in this reorganization forty-nine
8、 The impact of this restructuring on listed companies fifty
interpretation
In this plan and its abstract, unless the context otherwise requires, the following abbreviations have the following meanings: 1. Common words
Interpretation item interpretation content
Restructuring plan / plan / this plan refers to the plan for Shenzhen Hui Chuang Da Technology Co.Ltd(300909) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
Summary of the plan, summary of the plan, refers to the plan for Shenzhen Hui Chuang Da Technology Co.Ltd(300909) issuing shares and paying cash to purchase assets and raise supporting funds and related party transactions (summary)
Restructuring report refers to the report on Shenzhen Hui Chuang Da Technology Co.Ltd(300909) issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions (Draft)
The company, the company and the listed company refer to Shenzhen Hui Chuang Da Technology Co.Ltd(300909) company, Shenzhen Hui Chuang Da Technology Co.Ltd(300909) and the issuer
Xinweixing and the target company refer to Dongguan xinweixing Electronics Co., Ltd
The subject matter of the transaction and the underlying assets refer to the 100% equity of Dongguan xinweixing Electronics Co., Ltd
Assets to be purchased
Xinweitongda refers to Dongguan xinweitongda venture capital partnership (limited partnership)
Shenzhen Frd Science & Technology Co.Ltd(300602) means Shenzhen Frd Science & Technology Co.Ltd(300602)
Huaye Zhiyuan refers to Suzhou Huaye Zhiyuan No. 1 venture capital partnership (limited partnership)
Counterparties refer to Duan Zhigang, Duan Zhijun, xinweitongda, Shenzhen Frd Science & Technology Co.Ltd(300602) , Huaye Zhiyuan
Performance commitment parties refer to Duan Zhigang, Duan Zhijun and xinweitongda
Performance commitment period refers to three complete fiscal years: 2022, 2023 and 2024
Chengdao Tianhua refers to Zhuhai Chengdao Tianhua investment partnership (limited partnership)
Chenglong Feiyue refers to Zhuhai Chenglong Feiyue investment partnership (limited partnership)
Zhonghetong refers to Shenzhen zhonghetong investment consulting enterprise (limited partnership)
Fuhai new material refers to Shenzhen Fuhai new material phase II venture capital fund partnership (limited partnership)
Hengxin Huaye refers to Shenzhen Hengxin Huaye Equity Investment Fund Management Co., Ltd
Jiasheng investment refers to Suzhou Jiasheng equity investment enterprise (limited partnership)
Jiachenghonghe refers to Shenzhen jiachenghonghe investment partnership (limited partnership)
Chunsheng investment refers to Qingdao Chunsheng equity investment enterprise (limited partnership)
Pengbo network refers to Shanghai Pengbo Network Technology Co., Ltd
The delivery date of the underlying assets refers to the date when the counterparty transfers 100% of the equity of the underlying company to Shenzhen Hui Chuang Da Technology Co.Ltd(300909) and completes the industrial and commercial change registration / filing procedures
The appraisal base date refers to the base date for auditing and evaluating the target company confirmed by all parties through consultation for the purpose of implementing the issuance of shares and paying cash to purchase assets
Transition period refers to the period from the appraisal base date (excluding the appraisal base date) to the delivery date of the underlying asset (including the delivery date)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
General meeting means Shenzhen Hui Chuang Da Technology Co.Ltd(300909) general meeting of shareholders
Board of directors means the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors
Board of supervisors means the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of supervisors
Articles of association means the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) articles of association
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
GEM Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
The guidelines for the standardized operation of the gem refer to the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (20)
