Special verification opinions on Wuxi Dk Electronic Materials Co.Ltd(300842) applying for comprehensive credit line and accepting guarantees provided by related parties and related party transactions
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ” and “sponsor”) as the sponsor of Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as ” Wuxi Dk Electronic Materials Co.Ltd(300842) ” and “company”) for initial public offering and listing on GEM, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and other relevant provisions, prudently verify the Wuxi Dk Electronic Materials Co.Ltd(300842) application for comprehensive credit line and the acceptance of guarantees provided by related parties and related party transactions, The verification is as follows:
1、 Overview of related party guarantee
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 within the validity period of the credit line. 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 to the date of convening the general meeting of shareholders to review 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.
At the same time, the board of directors of the company requested the general meeting of shareholders to authorize the chairman or his authorized representative to sign various legal documents related to the above credit line of the company (including but not limited to credit, loan, guarantee, mortgage, financing, etc.) and go through relevant procedures.
The above matters were deliberated and approved at the 8th meeting of the second board of directors of the company, Mr. Shi Weili avoided voting as a related director, and the independent directors approved the matter in advance and expressed their agreed independent opinions; This matter was deliberated and adopted at the 8th meeting of the second board of supervisors of the company.
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. This transaction still needs to be approved by the general meeting of shareholders of the company, and the related shareholders need to avoid voting on the relevant proposals of this transaction 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 date of issuance of this verification opinion, 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.
4、 Main contents of related party transaction agreement
As of the date of issuance of this verification opinion, the relevant contract / agreement for Mr. Shi Weili to provide guarantee for the company’s application for comprehensive credit to financial institutions within the validity of the credit line has not been signed, and the amount, method and term of guarantee shall be subject to the relevant contract / agreement signed between the company, the guarantor and financial institutions.
5、 Impact of related party transactions 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 reorganization 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. and is the counterparty of this transaction. At present, the reorganization is in progress.
From the beginning of 2022 to the date of issuance of this verification opinion, Mr. Shi Weili, the controlling shareholder and actual controller of the company, has not had any other related party transactions with the company except the above transactions, providing guarantees for the above credit business of the company and receiving remuneration from the company.
7、 Relevant procedures for deliberation
(I) 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.
(II) opinions of independent directors
The independent directors of the company expressed their prior approval opinions on this matter and believed that: the company’s application for comprehensive credit line to financial institutions within the validity period of credit line is in line with the actual situation of the company’s business development and conducive to improving the company’s decision-making and execution efficiency. 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, In addition, the company is exempted from paying guarantee fees to it, and there is no need for the company to provide counter guarantee, which is conducive to supporting the business development of the company and does not damage the interests of the company and other shareholders, especially small and medium-sized shareholders. Therefore, we agree to submit this proposal to the board of directors of the company for deliberation, and the related directors should avoid 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, we agree with the company’s proposal on the company’s application for comprehensive credit line and acceptance of guarantees and related party transactions from related parties, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) 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.
8、 Verification opinions of the recommendation institution
After verifying the resolutions of the board of directors, the resolutions of the board of supervisors and the independent opinions expressed by the independent directors, the sponsor believes that the company has performed the necessary procedures for this connected transaction, which has been deliberated and adopted at the eighth meeting of the second board of directors and the eighth meeting of the second board of supervisors, and the connected directors have avoided voting, Independent directors have expressed independent opinions approved and agreed in advance on relevant proposals, and the board of supervisors has expressed consent. This matter needs to be approved by the 2021 annual general meeting of shareholders. To sum up, the sponsor believes that the decision-making procedures of the above related party transactions comply with the requirements of the rules for the listing of shares on the gem of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem. 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.
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(there is no text on this page, which is the signature page of Everbright Securities Company Limited(601788) special verification opinions on Wuxi Dk Electronic Materials Co.Ltd(300842) applying for comprehensive credit line and accepting guarantees from related parties and related party transactions) sponsor representative:
He kejialin Jianyun
Everbright Securities Company Limited(601788) mm / DD / yyyy
