Securities code: Wuxi Dk Electronic Materials Co.Ltd(300842) securities abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) Announcement No.: 2022027 Wuxi Dk Electronic Materials Co.Ltd(300842)
About the company applying for comprehensive credit line and accepting guarantee from related parties
And related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as “the company”) held the 8th meeting of the 2nd board of directors and the 8th meeting of the 2nd board of supervisors respectively on March 8, 2022, deliberated and adopted the proposal on the company’s application for comprehensive credit line and acceptance of guarantees from related parties and related party transactions, It is agreed that the company will apply for a comprehensive credit line of no more than RMB 2.3 billion to financial institutions within the validity period of the credit line. Mr. Shi Weili, the controlling shareholder and actual controller of the company, plans to provide guarantee for the company’s credit business according to the actual needs of financial institutions. The independent directors of the company reviewed and approved the matter in advance, and expressed their independent opinions with explicit consent. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Basic information
In order to meet the capital needs of the company’s production and operation and strategy implementation, the company plans to apply for a comprehensive credit line of no more than RMB 2.3 billion from banks and other financial institutions. The comprehensive credit types include but are not limited to domestic and foreign currency loans, bank acceptances, letters of credit, letter of guarantee, trade financing, factoring financing, forward foreign exchange settlement and sales and other businesses. The validity period of the credit line is from the date of adoption of the resolution of the general meeting of shareholders deliberating this proposal to the date of convening the general meeting of shareholders deliberating the annual credit line in the next year; The type of credit business and credit line shall be subject to the actual approval results of the bank, and the specific amount shall be determined by the company according to the actual business needs; Within the credit term, the credit line can be recycled without the company issuing another resolution.
Mr. Shi Weili, the controlling shareholder and actual controller of the company, intends to provide a guarantee of no more than 200 million yuan for the company’s credit business according to the actual needs of financial institutions, and is exempt from the company’s payment of guarantee fees, and there is no need for the company to provide counter guarantee. The validity period of this guarantee resolution is from the date of adoption of the resolution of the general meeting of shareholders deliberating this proposal to the date of convening the general meeting of shareholders deliberating the annual credit line in the next year; The specific amount, method and term of guarantee shall be subject to the relevant contracts / agreements signed by the company, the guarantor and financial institutions.
The board of directors requests the general meeting of shareholders to authorize the chairman or his authorized representative to sign the contracts, agreements and other legal documents related to the above credit line of the company (including but not limited to credit, loan, guarantee, mortgage and pledge, financing, etc.) and go through relevant procedures.
According to the Shenzhen Stock Exchange GEM Listing Rules, the guarantee provided by the company’s controlling shareholders and actual controllers for the company’s credit business constitutes a related party transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The related party transaction shall be approved at the general meeting of shareholders, and the related party transaction shall be withdrawn at the general meeting of shareholders.
2、 Basic information of related parties
Mr. Shi Weili is the controlling shareholder and actual controller of the company, and Mr. Shi Weili is the chairman and general manager of the company. As of the disclosure date of this announcement, Shi Weili directly holds 19.30% of the shares of the company through Wuxi shanghuijia trading partnership (limited partnership) (hereinafter referred to as “shanghuijia”) Wuxi diyinke trading partnership (limited partnership) (hereinafter referred to as “diyinke”) and Wuxi saideke trading partnership (limited partnership) (hereinafter referred to as “saideke”) indirectly control 7.39% of the shares of the company, including Shang Huijia, who is the executive partner of Wuxi Technology Co., Ltd. with 100% equity held by Shi Weili Di Yinke holds 4.92% and 1.51% of the shares of the company respectively, and Sedco, with Shi Weili as the executive partner, holds 0.96% of the shares of the company. The relevant guarantors have sufficient performance ability, are not the dishonest Executees, and can provide free guarantee for personal credit for the company.
3、 Main contents and pricing basis of related party transactions
Mr. Shi Weili, the controlling shareholder and actual controller of the company, intends to provide a guarantee of no more than 200 million yuan for the company’s credit business according to the actual needs of financial institutions, and is exempt from the company’s payment of guarantee fees, and there is no need for the company to provide counter guarantee. The validity period of this guarantee resolution is from the date of adoption of the resolution of the general meeting of shareholders deliberating this proposal to the date of convening the general meeting of shareholders deliberating the annual credit line in the next year; The amount, method and term of guarantee shall be subject to the relevant contracts / agreements signed by the company, the guarantor and financial institutions.
As of the disclosure date of this announcement, the relevant contracts / agreements for the controlling shareholders and actual controllers of the company to apply for comprehensive credit guarantee from financial institutions within the validity period of the credit line have not been signed, and the amount, method and duration of the guarantee shall be subject to the relevant contracts / agreements signed between the company, the guarantor and financial institutions.
5、 Impact of this connected transaction on the company
Mr. Shi Weili, the controlling shareholder and actual controller of the company, intends to provide guarantee for the company’s credit business according to the actual needs of financial institutions, and exempt the company from paying guarantee fees, and there is no need for the company to provide counter guarantee, which is conducive to supporting the company’s business development and will not have an adverse impact on the company’s current and future financial status and operating results, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders, will not affect the independence of the company, and there is no violation of relevant laws and regulations.
Vi The total amount of all kinds of related party transactions with the related party accumulated from the beginning of 2022 to the disclosure date. The second meeting of the second board of directors held on July 15, 2021 and the sixth meeting of the second board of directors held on December 30, 2021 considered and approved the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions respectively, The company plans to issue shares to purchase 100% equity of Jiangsu SOTE Electronic Materials Co., Ltd., and plans to issue shares to no more than 35 specific objects to raise supporting funds (hereinafter referred to as “this transaction” and “this reorganization”). This transaction constitutes a major asset restructuring and related party transaction. Shi Weili, the controlling shareholder and actual controller of the company, holds 0.8% equity of Jiangsu SOTE Electronic Materials Co., Ltd., is a director of Jiangsu SOTE and the counterparty of the company’s transaction. At present, the reorganization is in progress.
From the beginning of 2022 to the date of this announcement, Mr. Shi Weili did not have any other related party transactions with the company except the above transactions, providing guarantees for the above credit business of the company free of charge and receiving remuneration from the company.
7、 Relevant review procedures and review opinions
（1） Deliberations of the board of directors
On March 8, 2022, the eighth meeting of the second board of directors of the company deliberated and adopted the proposal on the company’s application for comprehensive credit line and acceptance of guarantees and connected transactions from related parties by 8 votes in favor, 0 against and 0 abstention. Shi Weili, a related director, avoided voting on the proposal.
The board of directors agrees that the company plans to apply for a comprehensive credit line of no more than RMB 2.3 billion from banks and other financial institutions within the validity period of the credit line; Mr. Shi Weili, the controlling shareholder and actual controller of the company, intends to provide a guarantee of no more than 200 million yuan for the company’s credit business according to the actual needs of financial institutions, and is exempt from the company’s payment of guarantee fees, and there is no need for the company to provide counter guarantee. The validity period of the above credit and guarantee matters is from the date of adoption of the resolution of the general meeting of shareholders deliberating this proposal to the date of convening the general meeting of shareholders deliberating the annual credit line in the next year.
（2） Opinions of independent directors
The independent directors of the company expressed their prior approval opinions on this matter and believed that: the company applied for a comprehensive credit line to financial institutions within the validity period of the credit line, which is in line with the actual situation of the company’s business development and is conducive to improving the efficiency of the company’s decision-making and execution; Mr. Shi Weili, the controlling shareholder and actual controller of the company, intends to provide guarantee for the company’s credit business according to the actual needs of financial institutions, and exempt the company from paying guarantee fees to them, and there is no need for the company to provide counter guarantee, which is conducive to supporting the company’s business development and does not damage the interests of the company and other shareholders, especially small and medium-sized shareholders. The independent directors agree to submit this proposal to the board of directors of the company for deliberation, and the related directors shall withdraw from voting. The independent directors of the company expressed independent opinions on this matter and believed that: the company applied for a comprehensive credit line to financial institutions within the validity period of the credit line, which is mainly to meet the capital needs of the company’s production and operation and strategy implementation, in line with the actual situation of the company’s business development, and is conducive to improving the efficiency of the company’s decision-making and implementation; Mr. Shi Weili, the controlling shareholder and actual controller of the company, intends to provide guarantee for the company’s credit business according to the actual needs of financial institutions, and exempt the company from paying guarantee fees to them, and there is no need for the company to provide counter guarantee, which is conducive to supporting the company’s business development; It will not adversely affect the current and future financial status and operating results of the company, damage the interests of the company and other shareholders, especially minority shareholders, affect the independence of the company, and violate relevant laws and regulations. The related directors of this meeting have avoided voting according to law, and the relevant decision-making approval procedures comply with the provisions of relevant laws and regulations, normative documents and the articles of association. Therefore, the independent directors agreed to the proposal on the company’s application for comprehensive credit line and acceptance of guarantees and related party transactions from related parties, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
（3） Review by the board of supervisors
On March 8, 2022, the 8th meeting of the second board of supervisors of the company deliberated and approved the proposal on the company’s application for comprehensive credit line and accepting guarantees and connected transactions from related parties. The board of supervisors held that the company plans to apply for comprehensive credit line of no more than RMB 2.3 billion from banks and other financial institutions within the validity period of the credit line, which is in line with the actual situation of the company’s business development, It is conducive to improving the efficiency of decision-making and implementation of the company; Mr. Shi Weili, the controlling shareholder and actual controller of the company, intends to provide guarantee for the company’s credit business according to the actual needs of financial institutions, and exempt the company from paying guarantee fees, and there is no need for the company to provide counter guarantee, which is conducive to supporting the company’s business development and will not have an adverse impact on the company’s current and future financial status and operating results, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders; When the board of directors of the company deliberated the proposal, the related directors fulfilled the obligation to avoid voting. At the same time, the matter will be submitted by the board of directors to the general meeting of shareholders for deliberation and approval. The deliberation procedures comply with the provisions of relevant laws and regulations and other normative documents and the articles of association. Therefore, the supervisors agreed to the above proposal.
（4） Verification opinions of the recommendation institution
After verification, the sponsor believes that the company has fulfilled the necessary procedures for this connected transaction, which has been deliberated and approved at the eighth meeting of the second board of directors and the eighth meeting of the second board of supervisors, the connected directors have avoided voting, the independent directors have expressed their independent opinions approved and agreed in advance on the relevant proposals, and the board of supervisors has expressed their consent. This matter needs to be approved by the 2021 annual general meeting of shareholders. To sum up, the recommendation institution believes that the decision-making procedures of the above connected transactions comply with the requirements of the company law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem and other documents. The company’s independence will not be adversely affected by this transaction, especially for the small and medium-sized shareholders. The recommendation institution has no objection to the company’s related party transaction.
8、 Documents for future reference
1. Resolutions of the 8th meeting of the second board of directors of the company;
2. Resolutions of the 8th meeting of the second board of supervisors of the company;
3. Prior approval opinions of independent directors on matters related to the eighth meeting of the second board of directors;
4. Independent opinions of independent directors on matters related to the eighth meeting of the second board of directors;
5. Special verification opinions of Everbright Securities Company Limited(601788) on Wuxi Dk Electronic Materials Co.Ltd(300842) applying for comprehensive credit line and accepting guarantees provided by related parties and related party transactions.
It is hereby announced.
Wuxi Dk Electronic Materials Co.Ltd(300842) board of directors March 9, 2022
