Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors
Description of confidentiality measures and systems adopted for this transaction
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as “the company”) intends to purchase 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 ）100.00% equity of Dongguan xinweixing Electronics Co., Ltd. and raised supporting funds (hereinafter referred to as “this transaction”).
In order to protect the interests of investors and maintain the order of the securities market, the company has strictly followed the measures for the administration of major asset restructuring of listed companies and the measures for the administration of information disclosure of listed companies The notice on regulating the information disclosure of listed companies and the behavior of relevant parties, the Listing Rules of gem shares of Shenzhen Stock Exchange and other relevant normative documents fulfill the obligation of confidentiality. The board of directors of the company explains the confidentiality measures and systems adopted in this transaction as follows:
1、 Establish an insider registration management system
In accordance with the measures for the administration of information disclosure of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange and other relevant normative documents and the provisions of the articles of association, the company deliberated and adopted the management system for inside information and insiders, which regulates the scope of inside information, the scope of insiders, registration and filing management Confidentiality management and accountability are clearly stipulated.
2、 Sign confidentiality clause
In order to ensure that the relevant matters of this transaction are not disclosed, the company signed the agreement on equity acquisition intention and the agreement on issuing shares and paying cash to purchase assets with the counterparty, According to the foregoing agreement, confidentiality clauses such as “except for the contents disclosed in accordance with relevant laws, regulations, administrative or judicial authorities, securities regulatory authorities and stock exchanges, the parties to the agreement 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” are agreed.
3、 Strictly control the scope of insiders of inside information and carry out registration management of insiders of inside information
During the preliminary negotiation between the company and relevant parties on this transaction, the scope of insiders of inside information shall be strictly controlled. The company reminds and urges relevant insiders not to disclose or disclose the restructuring information to other personnel, including their relatives and colleagues, and not to use relevant information to buy and sell the company’s shares or entrust or suggest others to buy and sell the company’s shares. At the same time, the company timely records the insiders of insider information and the planning process in various stages such as negotiation and planning, prepares the registration form of insiders of insider information and the memorandum of trading process, and timely submits it to Shenzhen Stock Exchange.
To sum up, the company has taken necessary and sufficient confidentiality measures in this transaction, formulated a strict and effective confidentiality system, limited the scope of knowledge of relevant sensitive information, signed confidentiality terms with the counterparty, and strictly fulfilled the confidentiality obligation of this transaction information before disclosure according to law.
It is hereby explained.
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Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors December 22, 2021
