Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors
The transaction complies with the measures for the administration of major asset restructuring of listed companies
Explanations under Articles 11 and 43
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as the "company" or "listed company") intends to purchase Duan Zhigang, Duan Zhijun, Shenzhen Frd Science & Technology Co.Ltd(300602) , Dongguan xinweitongda venture capital partnership (limited partnership), Suzhou Huaye Zhiyuan No. 1 venture capital partnership (limited partnership) (hereinafter referred to as the "counterparty") by issuing shares and paying cash ）100.00% equity of Dongguan xinweixing Electronics Co., Ltd. and raised supporting funds (hereinafter referred to as "this transaction").
The board of directors of the company has carefully analyzed whether the transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"), and believes that:
1、 This transaction complies with Article 11 of the reorganization management measures
(i) This transaction complies with the national industrial policies, laws and administrative regulations on environmental protection, land management and antitrust
1. This transaction complies with the national industrial policy
After the completion of this transaction, xinweixing will become the holding subsidiary of the listed company. According to the industrial classification of national economy (GB / t4754-2017) issued by the National Bureau of statistics, xinweixing belongs to the category of "computer, communication and other electronic equipment manufacturing (C39)" and belongs to the category of "manufacturing of electronic components and electronic special materials (c398)".
According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, xinweixing belongs to "C39 computer, communication and other electronic equipment manufacturing industry". Xinweixing is a high-tech enterprise. The industry to which the subject asset belongs conforms to the positioning of gem and has business synergy with listed companies.
According to the regulations of the State Council on
<促进产业结构调整暂行规定>
According to the decision (GF [2005] No. 40) and the Guiding Catalogue for industrial structure adjustment (2019 Edition), the main business of xinweixing does not belong to the restricted and eliminated industries specified in the Guiding Catalogue for industrial structure adjustment (2019 Edition).
Xinweixing's industry complies with the national industrial policy, and this transaction complies with the national industrial policy and other laws and administrative regulations
2. This transaction complies with the provisions of laws and administrative regulations on environmental protection
This transaction is committed to providing customers with precision connectors and precision hardware, which can be widely used in consumer electronics (such as mobile phones, laptops, smart wearable devices, smart homes, etc.) and new energy vehicles. Xinweixing is not a heavy pollution industry. This transaction complies with the relevant provisions of relevant laws and administrative regulations on environmental protection.
3. This transaction complies with the provisions of laws and administrative regulations on land management
As of the signing date of this plan, xinweixing's main production and business premises have been obtained by lease. This transaction does not violate the provisions of land management laws and administrative regulations.
（2） The implementation of this transaction will not cause the listed company to fail to meet the conditions for stock listing
After the completion of this transaction, the proportion of social public shares of the listed company in the total share capital of the company still exceeds 25%. The equity distribution of the listed company does not meet the listing conditions specified in the GEM Listing Rules.
（3） The asset pricing involved in major asset restructuring is fair, and there is no situation that damages the legitimate rights and interests of listed companies and shareholders
The pricing of this transaction will be based on the evaluation value of the evaluation report issued by the evaluation institution, and determined through negotiation between the company and the counterparty based on the overall trend of the industry, the historical performance of xinweixing, the performance commitment of the counterparty and other factors. The pricing process has undergone sufficient market game, and the transaction price is reasonable and fair without damaging the legitimate interests of the company and shareholders. （4） The ownership of the assets involved in this transaction is clear, there will be no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor's rights and debts is legal
In this transaction, the assets to be purchased by the listed company are 100% equity of xinweixing. According to the industrial and commercial data and the commitment issued by the counterparty, the equity of xinweixing held by the counterparty is actually and legally owned, and there is no ownership dispute, trust, entrusted shareholding or equity holding on behalf of the counterparty, no commitment or arrangement prohibiting transfer or restricting transfer, nor pledge, freezing, seizure, property preservation or other rights restrictions, There is no legal obstacle to the transfer of relevant equity; All shareholders of xinweixing have fulfilled their capital contribution obligations to xinweixing according to law, and there is no violation of their obligations and responsibilities as shareholders, such as false capital contribution, delayed capital contribution and withdrawal of capital, and there is no situation that may affect the legal existence of xinweixing; There is no litigation, arbitration or administrative punishment related to the ownership of xinweixing's equity held, and there is no prohibition or restriction on its transfer in any laws, regulations, xinweixing articles of association or xinweixing, or other signed legal documents. In addition, this transaction only involves equity transfer, and the creditor's rights and debts of xinweixing will not change due to this transaction. Therefore, this transaction does not involve the handling of creditor's rights and debts.
（5） This transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may lead to the main assets of the listed company being monetary funds or no specific business after the reorganization
After the completion of this transaction, the main business of the listed company has not changed significantly. Xinweixing will become a wholly-owned subsidiary of the listed company, and the net profit attributable to the shareholders of the listed company will further increase. Through this transaction, the listed company and xinweixing can generate synergy in business areas, technology research and development, customer resources, raw material supply and other aspects. The listed company can further expand product types and obtain new profit growth points. At the same time, xinweixing can improve market recognition with the help of the listed company platform and broaden financing channels with the help of the capital platform of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) , Enter the fast lane of development. This transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may cause the main assets of the listed company to be cash or no specific business after reorganization.
（6） This transaction is conducive to the listed company's independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies
Before this transaction, the listed company has established a standardized and independent management system in accordance with relevant laws and regulations, maintained independence from the controlling shareholders, actual controllers and their affiliates in terms of business, assets, finance, personnel and institutions, timely information disclosure and standardized operation.
This transaction will not lead to the change of the actual controller of the listed company. After the completion of this transaction, the listed company will continue to maintain independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, in line with the relevant provisions of the CSRC on the independence of listed companies.
（7） This transaction is conducive to the listed company to maintain a sound and effective corporate governance structure
The listed company has established the general meeting of shareholders, the board of directors, the board of supervisors and other organizations and formulated corresponding rules of procedure to systematically ensure the standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors and the exercise of their duties according to law. The listed company has a sound organizational structure and perfect corporate governance structure. After the completion of this transaction, the listed company will continue to improve the governance structure of the listed company in accordance with the requirements of laws and regulations such as the company law, the securities law, the guidelines for the governance of listed companies and the guidelines for the standardized operation of gem.
In conclusion, this transaction complies with Article 11 of the reorganization management measures.
2、 This transaction complies with Article 43 of the reorganization management measures
(i) This transaction is conducive to improving the asset quality of the listed company, improving the financial situation and enhancing the sustainable profitability, reducing related party transactions, avoiding horizontal competition and enhancing the independence of the listed company
1. This transaction is conducive to improving the asset quality, financial condition and sustainable profitability of the listed company. The company's main business is the R & D, design, production and sales of light guide structural parts and components, precision key switch structural parts and components. The main products include light guide structural parts and components such as light guide film and backlight module, and precision key switch structural parts and components such as metal film switch and subminiature waterproof touch switch. The processing technology and production process are at the leading level in the same industry in China.
After the completion of this transaction, the company can obtain resource advantages such as xinweixing's industrial foundation, technical reserves and sales channels in the field of precision connectors and precision hardware, further consolidate the layout of the field of electronic equipment manufacturing, enhance the anti risk ability and create a new profit growth point.
The performance commitment parties are Duan Zhigang and his concerted actors, Duan Zhijun and Xin Weitong commitment. The performance commitment period of this transaction is 2022, 2023 and 2024, Commitment target company performance and net profit during commitment period (the net profit attributable to the owner of the parent company after deducting non recurring profits and losses in the consolidated statements of the subject company) is 40 million yuan, 44 million yuan and 48 million yuan respectively. After the completion of this transaction, the asset quality and profitability of the listed company will be improved, and the ability of sustainable operation will be enhanced, which is conducive to protecting the interests of all shareholders, especially minority shareholders. 2. This transaction It helps listed companies reduce related party transactions, avoid horizontal competition and enhance independence
(1) Horizontal competition
After the completion of this transaction, the controlling shareholder of the company is still Li Ming, and the actual controllers are still Li Ming and Dong Fangmei. The main business of the listed company has not changed significantly, and there is no horizontal competition with the controlling shareholders, actual controllers and other enterprises controlled by them. The controlling shareholder, actual controller and counterparty Duan Zhigang, Duan Zhijun and Xin Weitong of the listed company issued the letter of commitment on avoiding horizontal competition.
(2) Related party transactions
Before this transaction, there was no relationship between the counterparty and the listed company. After the completion of this transaction, the counterparties Duan Zhigang and his concerted actors Duan Zhijun and xinweitongda are expected to hold more than 5% of the shares of the listed company. According to the provisions of the GEM Listing Rules of Shenzhen Stock Exchange, this transaction is expected to constitute a connected transaction.
The issuing object of the raised matching funds is Li Ming, the controlling shareholder of the listed company, and the raised matching funds constitute related party transactions.
After the completion of this transaction, in order to further standardize the related party transactions of the restructured listed company and safeguard the legitimate rights and interests of the listed company and its minority shareholders, the controlling shareholders, actual controllers, directors, supervisors, senior managers and counterparties of the listed company, Duan Zhigang, Duan Zhijun and Xin Weitong issued the letter of commitment on regulating and reducing related party transactions.
(3) Independence
Before this transaction, the listed company has established a standardized and independent management system in accordance with relevant laws and regulations, maintained independence from the controlling shareholders, actual controllers and their affiliates in terms of business, assets, finance, personnel and institutions, timely information disclosure and standardized operation.
This transaction will not lead to the change of the actual controller of the listed company. After the completion of this transaction, the listed company will continue to maintain independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, in line with the relevant provisions of the CSRC on the independence of listed companies.
（2） The financial accounting report of the listed company for the most recent year has been issued an unqualified audit report by a certified public accountant
According to the audit report dhsz [2021] No. 004168 issued by Dahua Certified Public Accountants (special general partnership), the financial and accounting report of the listed company in the latest year has been issued with standard unqualified audit report by certified public accountants, and there is no audit report with qualified opinion, negative opinion or unable to express opinion.
（3） The listed company and its current directors and senior managers are not under investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations
According to the letter of commitment on law-abiding and integrity issued by the listed company and its current directors and senior managers, as of the date of issuance of the letter of commitment, the listed company and its current directors and senior managers have not been filed for investigation by the judicial authorities or by the CSRC for suspected violations of laws and regulations.
（4） The assets purchased by this issuance of shares are operating assets with clear ownership and can complete the ownership transfer procedures within the agreed period
In this transaction, the assets that the listed company intends to issue shares and pay cash to purchase are 100% equity of xinweixing. According to the letter of commitment on the ownership of the underlying assets issued by the counterparty, the equity held by the counterparty is actually and legally owned, and there is no ownership dispute, trust, entrusted shareholding or equity holding on behalf of the counterparty, no commitment or arrangement prohibiting transfer or restricting transfer, nor pledge, freezing, seizure, property preservation or other rights restrictions, There is no legal obstacle to the transfer of relevant equity. The counterparty has fulfilled its capital contribution obligations to xinweixing according to law, and there are no acts in violation of its obligations and responsibilities as a shareholder, such as false capital contribution, delayed capital contribution and withdrawal of capital, and there are no circumstances that may affect the legal existence of xinweixing; There is no litigation, arbitration or administrative punishment related to the ownership of xinweixing's equity held, and there is no prohibition or restriction on its transfer in any laws, regulations, xinweixing articles of association or xinweixing, or other signed legal documents.
（5） The assets purchased by this exchange have synergistic effect with the existing main business of the listed company
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) its main business is the R & D, design, production and sales of light guide structures and components, precision key switch structures and components. The main products include light guide structures and components such as light guide film and backlight module, and precision key switch structures and components such as metal film switch and ultra-small waterproof touch switch. Xinweixing is a national high-tech enterprise focusing on the R & D, production and sales of precision connectors and precision hardware, The company is committed to consumer electronics (such as mobile phones, laptops, smart wearable devices, smart homes, etc.) and the design and manufacture of connectors and precision hardware in new energy vehicles and other industries. Both belong to the manufacturing industry of computers, communications and other electronic equipment. After the completion of the transaction, the two sides can produce synergy in business areas, technology research and development, customer resources, raw material supply and other aspects, and become a listed company It can further expand product categories and obtain new profit growth points.
In conclusion, this transaction complies with Article 43 of the reorganization management measures.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
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(there is no text on this page, which is the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors' agreement on this transaction
<上市公司重大资产重组管理办法>
(the seal page of the explanation provided for in Articles 11 and 43)
