Stock Code: 300909 stock abbreviation: Shenzhen Hui Chuang Da Technology Co.Ltd(300909) stock listing place: Shenzhen Stock Exchange Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Issuing shares and paying cash to purchase assets
And raise supporting funds and related party transactions
Transaction type counterparty name
Duan Zhigang, Duan Zhijun
Issuing shares and paying cash Shenzhen Frd Science & Technology Co.Ltd(300602)
Purchase of assets Dongguan xinweitongda venture capital partnership (limited partnership)
Suzhou Huaye Zhiyuan No.1 venture capital partnership (limited partnership)
Raise supporting funds Li Ming
December, 2001
Statement of transaction parties
1、 Statement of the listed company and all directors, supervisors and senior managers
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as "the company", "listed company" or " Shenzhen Hui Chuang Da Technology Co.Ltd(300909) ") ）And all directors, supervisors and senior managers guarantee that the contents of the plan and its summary are true, accurate and complete, and shall be jointly and severally liable for false records, misleading statements or major omissions in the plan and its summary. All directors, supervisors and senior managers promise that if the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by judicial authorities or by CSRC, I agree not to transfer the shares with interests in the listed company before forming the investigation conclusion, And submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit his identity information to the stock exchange and the registration and settlement company after verification and apply for locking; The board of directors did not submit their identity information to the stock exchange and the registration and Clearing Company, and authorized the stock exchange and the registration and Clearing Company to directly lock relevant shares. If the investigation concludes that there are violations of laws and regulations, I promise to lock up the shares and voluntarily use them for compensation arrangements for relevant investors.
As of the signing date of the plan, the audit and evaluation related to the issue of shares, the payment of cash to purchase assets and the raising of supporting funds have not been completed. The company will convene the board of directors again after the completion of audit and evaluation to prepare and disclose the restructuring report. The company and all members of the board of directors guarantee the authenticity and rationality of the relevant data quoted in this plan. The audited financial data, asset evaluation results and transaction plan of the subject company involved in this transaction will be disclosed in the restructuring report.
The company specially reminds investors that as the audit and evaluation related to the underlying assets have not been completed, the audited financial data, evaluation or valuation final results of relevant assets may be quite different from the disclosure of the plan, and draws investors' attention to relevant risks.
There is uncertainty in this plan. In the process of subsequent negotiation, formation, approval and review, all parties may not reach an agreement on the formal transaction scheme or its improvement, resulting in the cancellation of this transaction.
The matters described in this plan do not represent the substantive judgment, confirmation or approval of the CSRC and Shenzhen Stock Exchange on matters related to this reorganization. The entry into force and completion of the matters related to the reorganization described in this plan must be reviewed by Shenzhen Stock Exchange and registered by China Securities Regulatory Commission. Any decision or opinion made by the examination and approval authority on matters related to this reorganization does not indicate that it makes a substantive judgment or guarantee on the value of the company's shares or the income of investors.
After the completion of this restructuring, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks arising from this restructuring. When evaluating this reorganization, investors should seriously consider the risk factors disclosed in this plan in addition to the contents of this plan and the relevant documents disclosed at the same time with this plan. If investors have any questions about this plan, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants. 2、 Counterparty statement
In this restructuring, the counterparty Shenzhen Frd Science & Technology Co.Ltd(300602) , Dongguan xinweitongda venture capital partnership (limited partnership), Suzhou Huaye Zhiyuan No. 1 venture capital partnership (limited partnership), Duan Zhigang and Duan Zhijun have issued commitment letters:
1. During the duration of this transaction, I / the enterprise / the company will timely provide information related to this transaction to the listed company and its relevant securities service institutions, and ensure that the data or information provided in paper or electronic form is true, accurate and complete without false records, misleading statements or major omissions; Relevant copies or copies shall be consistent with the original or the original, and all signatures and seals on the documents shall be true and valid; I / the enterprise / the company, as the signatory of these documents, have been legally authorized and effectively signed.
2. If I / our company / our company causes losses to listed companies, investors and relevant securities service institutions due to false records, misleading statements or major omissions in the information provided, or due to non performance or improper performance of the above commitments, I / our company / our company agree to bear corresponding compensation liabilities in accordance with the provisions of laws, regulations and normative documents.
3. If the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or by the CSRC, I / the enterprise / the company agree not to transfer the shares with interests in the listed company before forming the investigation conclusion, And submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of me / the enterprise / the company; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the identity / account information of myself / the enterprise / the company to the stock exchange and the registration and settlement company after verification and apply for locking; The board of directors did not submit the identity / account information of itself / the enterprise / the company to the stock exchange and the registration and Clearing Company, and authorized the stock exchange and the registration and Clearing Company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, I / the enterprise / the company promise to lock up shares and voluntarily use them for compensation arrangements for relevant investors.
4. This letter of commitment takes effect from the date of issuance and is an irrevocable legal document.
catalogue
The parties to the transaction declare that two
1、 Statement of the listed company and all directors, supervisors and senior managers two
2、 Counterparty statement 3 catalog 4 interpretation six
1、 Common words six
2、 Professional vocabulary 8 tips on major events nine
1、 Overview of this transaction plan nine
2、 This transaction constitutes a connected transaction fifteen
3、 This transaction is not expected to constitute a major asset restructuring fifteen
4、 This transaction does not constitute reorganization and listing fifteen
5、 Evaluation and pricing of this transaction fifteen
6、 Decision making procedures and approval of this transaction fifteen
7、 The impact of this restructuring on listed companies sixteen
8、 After the completion of this transaction, the equity distribution of the listed company still meets the listing conditions seventeen
9、 Important commitments made by relevant parties in this restructuring eighteen
10、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization 24 Xi. Share reduction plan for controlling shareholders and persons acting in concert of listed companies, directors, supervisors and senior managers of listed companies 24
12、 Other important matters 24 major risk tips twenty-eight
1、 Risks associated with this transaction twenty-eight
2、 Risks related to the subject matter of the transaction thirty
3、 Other risks Section 1 overview of this transaction thirty-three
1、 Transaction background and purpose thirty-three
2、 The industry of the subject matter of this transaction is in line with the positioning of the gem and is in the same industry as the listed company Section II specific scheme of this transaction thirty-seven
1、 Overview of this transaction plan thirty-seven
2、 This transaction is not expected to constitute a major asset restructuring forty-five
3、 This transaction constitutes a connected transaction forty-five
4、 This transaction does not constitute reorganization and listing forty-five
5、 Estimated valuation of underlying assets forty-six
6、 The approval procedures that have been performed and have not been performed in this reorganization forty-six
7、 The impact of this restructuring on listed companies Section 3 basic information of listed companies forty-nine
1、 Basic information of listed companies forty-nine
2、 Company establishment and changes in share capital forty-nine
3、 Controlling shareholder and actual controller fifty-four
4、 Changes in controlling shares of Listed Companies in the last 60 months fifty-five
5、 Major asset restructuring in the last three years fifty-five
6、 Main business development of Listed Companies in recent three years fifty-five
7、 Main financial indicators of Listed Companies in the last two years fifty-six
8、 Legal compliance of listed companies and their controlling shareholders, actual controllers, current directors, supervisors and senior managers Section IV basic information of counterparties fifty-eight
1、 The overall situation of the counterparty fifty-eight
2、 Details of counterparties issuing shares and paying cash to purchase assets fifty-eight
3、 Basic information of the counterparty issuing shares to raise supporting funds sixty-two
4、 The relationship between counterparties and between counterparties and listed companies Section V basic information of the subject matter of the transaction sixty-five
1、 Basic information of xinweixing sixty-five
2、 Ownership structure and control relationship sixty-five
3、 Main business development sixty-six
4、 Other important matters Section VI issuance of shares seventy
1、 Issue shares to buy assets seventy
2、 Raise supporting funds Section VII evaluation and pricing of subject assets Section VIII compliance analysis of this transaction seventy-five
1、 This transaction complies with the provisions of Article 11 of the reorganization management measures seventy-five
2、 This transaction does not constitute the situation of reorganization and listing specified in Article 13 of the reorganization management measures seventy-seven
3、 This transaction complies with the provisions of Article 43 of the reorganization management measures seventy-seven
4、 This transaction complies with the provisions of Article 44 of the reorganization management measures V. this transaction complies with the applicable opinions of Article 3 of the reorganization management measures on the problem of capital occupation of the assets to be purchased - Securities period
Opinions on the application of Goods Law No. 10 eighty
6、 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 eighty
7、 This transaction complies with Article 11 of the measures for the administration of gem issuance and registration eighty-one
8、 This transaction complies with Article 12 of the measures for the administration of gem issuance and registration eighty-two
11、 This transaction complies with Article 18 of the measures for continuous supervision of gem eighty-three
12、 This transaction complies with Article 21 of the measures for continuous supervision of gem eighty-four
13、 This transaction complies with the provisions of the review rules for major asset restructuring Section 9 risk tips for this transaction eighty-five
1、 Risks associated with this transaction eighty-five
2、 Risks related to the subject matter of the transaction eighty-seven
3、 Other risks 88 section x other important matters I. after the completion of this transaction, there is no situation that the funds and assets of the listed company are occupied by the actual controller or other related persons, nor does it exist
Providing guarantee for the actual controller and its affiliates ninety
2、 Asset transactions of Listed Companies in the last 12 months III. The parties involved in this major asset restructuring do not have any legal basis for strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies
Article 13 of the Interim Provisions shall not participate in any major asset reorganization of listed companies ninety
4、 The impact of this transaction on the governance mechanism of listed companies ninety
5、 On the self inspection of the trading of shares of listed companies by relevant personnel of this transaction ninety-one
6、 The fluctuation of stock price before the announcement of this major asset restructuring Section Xi opinions of independent directors 94 section XII representations and commitments ninety-six
1、 Shenzhen Hui Chuang Da Technology Co.Ltd(300909) all directors declare that ninety-six
2、 Shenzhen Hui Chuang Da Technology Co.Ltd(300909) all supervisors declare that ninety-seven
3、 Shenzhen Hui Chuang Da Technology Co.Ltd(300909) all senior management declare that ninety-eight
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings: 1. Common words
Interpretation item interpretation content
Reorganization plan / plan / this plan
