Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors
Notes on the compliance of this transaction with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the measures for the continuous supervision of companies listed on the gem (for Trial Implementation)
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. (hereinafter referred to as “xinweixing”) and raised supporting funds (hereinafter referred to as “this transaction”).
After careful analysis, the board of directors of the company believes that this transaction complies with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)) and the measures for the continuous supervision of companies listed on the gem (for Trial Implementation):
1、 This transaction complies with the provisions of Article 11 of the measures for the administration of gem issuance and registration (for Trial Implementation)
A listed company does not have the following circumstances under which it is not allowed to issue shares to specific objects as stipulated in Article 11 of the measures for the administration of gem issuance and registration:
(i) Arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
（2） The preparation and disclosure of the financial statements of the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in major aspects; the financial and accounting report of the most recent year has been issued with a negative opinion or an audit report that cannot express an opinion; the financial and accounting report of the most recent year has been issued with a qualified opinion, and the matters involved in the qualified opinion have a significant impact on the listed company Major adverse effects have not been eliminated. Except that the issuance involves major asset restructuring;
（3） The current directors, supervisors and senior managers have been subject to administrative punishment by the CSRC in the last three years, or have been publicly condemned by the stock exchange in the last year;
（4） The listed company and its current directors, supervisors and senior managers are being investigated by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations;
（5） The controlling shareholders and actual controllers have committed major illegal acts seriously damaging the interests of the listed company or the legitimate rights and interests of investors in the past three years;
Therefore, this transaction complies with Article 11 of the measures for the administration of gem issuance and registration.
2、 This transaction complies with the provisions of Article 12 of the measures for the administration of gem issuance and registration (for Trial Implementation)
The supporting funds raised by the listed company for this transaction are planned to be used to pay the cash consideration for this transaction, the fees of intermediaries related to this transaction and supplement the working capital of the listed company, which comply with Article 12 of the measures for the administration of gem issuance and registration:
(i) Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management;
（2） Except for financial enterprises, the use of the raised funds shall not be financial investment, nor shall they be invested directly or indirectly in companies whose main business is the purchase and sale of securities;
（3） After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation.
Therefore, this transaction complies with Article 12 of the measures for the administration of gem issuance and registration.
3、 This transaction complies with the provisions of articles 56 and 57 of the measures for the administration of gem issuance and registration. The issuance price of shares issued to specific objects shall not be less than 80% of the average transaction price of the company’s shares 20 trading days before the pricing benchmark date, and complies with the provisions of Article 56 of the measures for the administration of gem issuance and registration.
The benchmark date for the pricing of the shares issued to specific objects is the announcement date of the resolution of the board of directors on the issuance of shares, and the issuance price is not lower than the issuance reserve price, which is in line with the provisions of Article 57 of the measures for the administration of gem issuance and registration.
4、 This transaction complies with Article 59 of the measures for the administration of gem issuance and registration
The shares subscribed by the issuing objects who issue shares to specific objects this time shall not be transferred within 18 months from the date of completion of the issuance, which is in line with Article 59 of the measures for the administration of registration of gem issuance.
5、 This transaction complies with Article 18 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation)
1. The industry of the target company meets the positioning of gem
Xinweixing has always adhered to independent innovation, focused on the R & D of connector and precision hardware related products and in-depth research on precision manufacturing technology, and formed an innovation mechanism combining forward-looking research and applied research. After years of continuous technological innovation and accumulation of production experience in precision manufacturing, a core technology system with independent intellectual property rights has been established around product R & D, design and precision manufacturing. The Guiding Catalogue for industrial structure adjustment issued by the national development and Reform Commission in 2019 refers to the manufacturing of “new electronic components (chip components, frequency components, hybrid integrated circuits, power electronic devices, optoelectronic devices, sensitive components and sensors, new electromechanical components, high-density printed circuit boards and flexible circuit boards, etc.) Listed as encouraged industries. Xinweixing’s industry belongs to the upstream industry of new electronic components, which is in line with the positioning of gem.
2. The target company is in the same industry as the listed company
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 Design and manufacture of connectors and precision hardware in industries such as mobile phones, laptops, smart wearable devices, smart homes, etc.) and new energy vehicles. Xinweixing is a high-tech enterprise. With the help of continuous innovation ability, it has formed a more obvious competitive advantage. At present, its business is in a period of rapid growth. Therefore, the industry to which the subject asset belongs is in line with the positioning of the gem, It has business synergy with listed companies.
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.
According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, Shenzhen Hui Chuang Da Technology Co.Ltd(300909) and xinweixing industries are computer, communication and other electronic equipment manufacturing industries (C39) subordinate to class C manufacturing industry.
After the completion of this transaction, Shenzhen Hui Chuang Da Technology Co.Ltd(300909) and xinweixing have synergistic effects 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. This transaction is conducive to enhancing the company’s sustainable profitability, highlighting its main business and enhancing its anti risk ability.
Therefore, this transaction complies with Article 18 of the measures for continuous supervision of gem.
6、 This transaction complies with Article 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation)
The transaction plan is Shenzhen Hui Chuang Da Technology Co.Ltd(300909) to issue shares and pay cash to Duan Zhigang, Duan Zhijun, xinweitongda, Shenzhen Frd Science & Technology Co.Ltd(300602) and Huaye Zhiyuan to purchase 100% equity of xinweixing held by them. The issuing price of the shares issued to purchase assets is 34.68 yuan / share, which is not less than 80% of the average trading price of the company’s shares 60 trading days before the announcement date of the resolution of the board of directors to purchase assets.
Therefore, this transaction complies with Article 21 of the measures for continuous supervision of gem.
It is hereby explained.
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and
<创业板上市公司持续监管办法（试行）>
Description of relevant regulations (seal page)
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors December 22, 2021
