Listed companies and counterparties on major asset restructuring
Description of confidentiality measures taken and confidentiality system
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as “the company”) intends to purchase Dongguan xinweixing Electronics Co., Ltd. held by Duan Zhigang, Duan Zhijun, Shenzhen Frd Science & Technology Co.Ltd(300602) , Dongguan xinweitongda venture capital partnership (limited partnership) and Suzhou Huaye Zhiyuan No. 1 venture capital partnership (limited partnership) (hereinafter referred to as “the counterparty”) by issuing shares and paying cash (hereinafter referred to as “underlying assets”) and raised 100.00% equity and supporting funds (hereinafter referred to as “this transaction”). According to the relevant requirements of securities supervision, the confidentiality measures and systems adopted for this transaction are described as follows:
1. On December 9, 2021, due to the company’s planning of asset acquisition, the trading of the company’s shares was suspended from the opening of the market on December 10, 2021 after the company applied to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”). On December 16, 2021, the company disclosed the announcement on the progress of suspension of planning to issue shares and pay cash to purchase assets and raise supporting funds.
2. When negotiating with the counterparty on major asset restructuring, the company has taken necessary and sufficient confidentiality measures to limit the scope of relevant sensitive information. After the suspension of the company’s shares, the company completed the preparation of the memorandum of trading process, the submission of relevant materials of insider information and online filling according to the relevant requirements of Shenzhen Stock Exchange.
3. On December 9, 2021, the company signed the equity acquisition intention agreement with the counterparty, which agreed:
(1) This Agreement shall perform all information disclosure obligations related to this transaction in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
(2) Except for the contents disclosed in accordance with relevant laws, regulations, administrative or judicial authorities, securities regulatory authorities and stock exchanges, the parties to this Agreement (including employees of all parties, intermediaries hired for the exchange and members of the project team) shall strictly keep confidential the contents of this transaction, shall not disclose the relevant information of this transaction to any third party, and shall not use the relevant information of this transaction for insider trading.
4. On December 22, 2021, the company and the counterparty signed the agreement on issuing shares and paying cash to purchase assets with conditional effect, which agreed:
(1) All parties concerned in this Agreement shall perform all information disclosure obligations related to this agreement in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
(2) Unless otherwise provided by laws, regulations or normative documents, or required by the CSRC, Shenzhen Stock Exchange and other competent government agencies, without the prior written consent of the other parties (such party shall not refuse or delay consent without justified reasons), neither party shall disclose this agreement or the transactions, arrangements or any other ancillary matters specified and referred to in this agreement, or disclose the information of other parties to this agreement.
(3) The above provisions shall not apply to the disclosure made by one party to the professional institutions and / or persons employed by it in connection with this reorganization (but shall ensure that such professional institutions and / or persons also have confidentiality obligations), nor to the information that has entered the public domain (except for the information that has entered the public domain due to one party’s breach of this confidentiality obligation).
(4) The party receiving confidential information from other parties (hereinafter referred to as the “receiving party”) shall keep the information confidential, not use the confidential information for any purpose other than the purpose of this agreement, and shall not disclose the confidential information to any third party. However, the confidentiality obligation shall not apply to:
① The information belongs to or becomes part of public knowledge without the fault of the receiving party or its representatives and agents; ② Disclosed by a party to this agreement or its directors, employees, agents or professional consultants to the receiving party or its employees on a non confidential basis;
③ The party providing confidential information under this agreement authorizes the employees, directors and professional consultants of the receiving party to disclose it; ④ The information that the receiving party has rightfully and legally obtained from a third party without confidentiality obligation or use restriction. For the avoidance of ambiguity, the receiving party and the receiving party’s representative are not obliged to inquire whether the third party bears confidentiality obligation or use restriction; or
⑤ The information has been in the possession of the receiving party in writing, and there are no restrictions on use or disclosure, and the information is not obtained from the other party of this agreement out of the expectation of this agreement.
(5) The receiving party may disclose confidential information to its employees, directors and professional advisers to the extent that such disclosure is reasonably necessary for the purpose of this agreement. The receiving party shall ensure that such employees, directors and professional advisers are aware of and comply with the confidentiality obligations described in this clause. If the disclosure of confidential information is required by law or by a court or regulatory authority with jurisdiction, then The receiving party may also disclose confidential information, but the receiving party shall take all permitted methods to make the confidential information confidential to the extent permitted by relevant laws and regulations.
(6) The receiving party only uses the confidential information on a reasonable basis for the purpose of this agreement. Such use includes: copying, editing and analyzing the confidential information; using the confidential information for reports, analysis documents and editing documents used by the receiving party for internal use.
(7) Upon the written request of the party providing confidential information, the receiving party shall return all such confidential information and its copies to the party as soon as practicable, or destroy or delete (as far as practicable) when it is impossible to return the confidential information (and undertakes not to attempt to recover) all such confidential information and copies thereof. However, the employees, directors and professional consultants of the receiving party have the right to retain internal reports, records or other work materials containing confidential information, but shall keep such information confidential in accordance with this agreement.
(8) Each party agrees to keep confidential the interests of the parties and any discussions between the parties, unless such disclosure is required by law or a court or regulatory authority having jurisdiction.
5. During the 22nd Meeting of the second board of directors held by the company to review this transaction, the knowledge of relevant confidential information is limited to the company’s directors, supervisors, senior managers and other personnel who need to know such confidential information. The above personnel have strictly fulfilled their confidentiality obligations and have not disclosed confidential information.
In conclusion, the company and the counterparty of this transaction have taken necessary and effective confidentiality measures to prevent the disclosure of confidential information. Relevant personnel have strictly fulfilled their confidentiality obligations, and there is no case of insider trading using confidential information.
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Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (seal) December 22, 2021
