Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors
Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as “the company”) intends to purchase 100.00% equity of Dongguan xinweixing Electronics Co., Ltd. (hereinafter referred to as “the underlying assets”) and raise supporting funds (hereinafter referred to as “the transaction”) by issuing shares and paying cash. The board of directors of the company shall, in accordance with the provisions on Several Issues Concerning Regulating the major asset restructuring of listed companies issued by the CSRC The relevant provisions of Article 4 have made careful analysis and prudent judgment on this transaction and believe that:
1. The underlying assets of this transaction are equity assets, which do not involve the approval of project initiation, environmental protection, industry access, land use, planning, construction and other related matters, and do not involve the need to obtain corresponding licenses or approval documents from relevant competent departments. The company has disclosed the matters to be performed for approval in this transaction in this plan, and made special tips on the risks that may not be approved.
2. The counterparty has legally owned the complete rights of the underlying assets, and there is no restriction or prohibition on transfer, nor is there any false capital contribution by the counterparty or affecting the legal existence of xinweixing.
3. After the completion of this transaction, xinweixing will become a wholly-owned subsidiary of the listed company. 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. This transaction is conducive to improving the integrity of the company’s assets and maintaining the company’s independence in personnel, procurement, production, sales and intellectual property rights.
4、 (1) 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, and the listed company can further expand product types and obtain new profit growth points. This transaction is conducive to improving the company’s financial situation, enhancing its sustainable profitability, highlighting its main business and strengthening its resistance to wind Insurance capability. (2) After the completion of this transaction, the controlling shareholder and actual controller of the company have not changed, the main business of the listed company has not changed significantly, and there is no horizontal competition. Duan Zhigang, Duan Zhijun and Xin Weitong, the controlling shareholder, actual controller and counterparty of the listed company, issued the letter of commitment on avoiding horizontal competition 。 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. This transaction is conducive to enhancing the company’s independence, reducing related party transactions and avoiding horizontal competition.
In conclusion, this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation 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
<关于规范上市公司重大资产重组若干问题的规定>
(seal page of the “explanation of the provisions of Article 4”)
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors December 22, 2021
