Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors
On the completeness, compliance and of legal procedures for the performance of this transaction
Description of the validity of legal documents submitted
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”).
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the Listing Rules of Shenzhen Stock Exchange gem, the review rules of Shenzhen Stock Exchange GEM listed companies on major asset restructuring, and the Provisions on Several Issues concerning the regulation of major asset restructuring of listed companies Measures for the continuous supervision of companies listed on the gem (for Trial Implementation), standards for the contents and forms of information disclosure by companies publicly offering securities No. 26 – major asset restructuring of listed companies (revised in 2018), and guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 3 – major asset restructuring According to the provisions of relevant laws and regulations, normative documents and the articles of association, the board of directors of the company carefully reviewed the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted, and explained as follows:
1、 Notes on the completeness and compliance of the legal procedures for this major asset reorganization
1. During the negotiation between the company and the counterparty on this transaction and the signing of relevant agreements, the company took necessary and sufficient confidentiality measures and strictly limited the scope of knowledge of relevant sensitive information. The company registered the insiders involved in this transaction and reported the list of insiders to the Shenzhen Stock Exchange.
2. Due to the uncertainty of the matter, in order to protect the interests of investors and avoid abnormal fluctuation of the company’s share price, according to the relevant regulations of Shenzhen Stock Exchange, the company applies for, The trading of the company’s shares (Securities abbreviation: Shenzhen Hui Chuang Da Technology Co.Ltd(300909) , securities code: 300909) has been suspended since the opening of the market on December 10, 2021, and the announcement on suspension of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) planning to issue shares, pay cash to purchase assets and raise supporting funds (Announcement No.: 2021-049) has been issued.
3. The trading of the company’s shares will be suspended from December 10, 2021. Before the suspension of this transaction, excluding the overall market factors, the cumulative rise and fall of the company’s share price within 20 trading days before the suspension of this issuance of shares and payment of cash to purchase assets and raise supporting funds did not exceed 20%, which did not meet the relevant provisions of Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128).
4. This transaction has been approved by the internal decision of the counterparty (legal person and partnership).
5. This transaction has been agreed by the counterparty (natural person).
6. On December 21, 2021, xinweixing held a shareholders’ meeting to review and approve the transaction plan.
7. On December 22, 2021, the 22nd Meeting of the second board of directors of the company considered and approved the proposal related to the transaction, and the independent directors gave their prior approval opinions and will give their independent opinions. In accordance with the requirements of relevant laws, regulations and normative documents, the company has prepared 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 and its abstract and other relevant documents to be submitted for this transaction. At the same time, Shenzhen Hui Chuang Da Technology Co.Ltd(300909) signed the agreement on issuing shares and paying cash to purchase assets with conditional effect with Duan Zhigang, Duan Zhijun, xinweitongda, Shenzhen Frd Science & Technology Co.Ltd(300602) and Huaye Zhiyuan, and Shenzhen Hui Chuang Da Technology Co.Ltd(300909) signed the performance commitment and compensation agreement with conditional effect with the performance commitment party.
8. According to the requirements of laws and regulations, the approval procedures to be performed for this transaction include but are not limited to:
(1) After the completion of audit and evaluation, Shenzhen Hui Chuang Da Technology Co.Ltd(300909) it is necessary to reconvene the board of directors to review and approve the relevant proposals of this transaction;
(2) The internal decision-making body of the counterparty deliberates and adopts the formal scheme of the transaction;
(3) The formal scheme of this transaction has been deliberated and approved by the general meeting of shareholders of the listed company;
(4) This transaction has been examined and approved by Shenzhen Stock Exchange and approved to be registered by China Securities Regulatory Commission.
In conclusion, the company has complied with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the review rules for major asset restructuring of gem listed companies of Shenzhen Stock Exchange Provisions on Several Issues concerning the regulation of major asset restructuring of listed companies Measures for the continuous supervision of companies listed on the gem (for Trial Implementation), standards for the contents and forms of information disclosure by companies publicly offering securities No. 26 – major asset restructuring of listed companies (revised in 2018), and guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 3 – major asset restructuring And other relevant laws and regulations, normative documents and the articles of association have performed the legal procedures that should be performed at this stage of the transaction according to law. These legal procedures are complete and compliant, and comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Notes on the validity of legal documents submitted
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the Listing Rules of Shenzhen Stock Exchange gem, the review rules of Shenzhen Stock Exchange GEM listed companies on major asset restructuring, and the Provisions on Several Issues concerning the regulation of major asset restructuring of listed companies Measures for the continuous supervision of companies listed on the gem (for Trial Implementation), standards for the contents and forms of information disclosure by companies publicly offering securities No. 26 – major asset restructuring of listed companies (revised in 2018), and guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 3 – major asset restructuring And other relevant laws and regulations, normative documents and the articles of association, submit relevant legal documents on this transaction, and the board of directors and all directors of the company make the following statements and guarantees on the relevant legal documents submitted on this transaction:
There are no false records, misleading statements or major omissions in the legal documents submitted by the company for this transaction. The board of directors and all directors of the company shall bear individual and joint liabilities for the authenticity, accuracy and completeness of the above documents.
In conclusion, the board of directors of the company believes that the company has performed the necessary legal procedures for matters related to this transaction at this stage, which are complete and compliant, comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the legal documents submitted by the company to Shenzhen stock exchange are legal and effective.
It is hereby explained.
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Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors December 22, 2021
