Securities code: Wuxi Dk Electronic Materials Co.Ltd(300842) securities abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) Announcement No.: 2022037 Wuxi Dk Electronic Materials Co.Ltd(300842)
Announcement of resolutions of the 10th meeting of the second board of directors
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.
1、 Meetings of the board of directors
The 10th meeting of the second board of directors of Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as " Wuxi Dk Electronic Materials Co.Ltd(300842) " or "company" or "listed company") was held in the company's conference room on April 6, 2022 by means of combination of on-site and communication. The company has notified all directors by email and telephone on April 1, 2022. The meeting was convened and presided over by Shi Weili, chairman of the board of directors. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. Among them, Qi Erdong, Tang Ruide, Tang Jianrong, Yu Lixin and Qin Shu attended the meeting by means of communication, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the board of directors comply with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other laws, regulations, normative documents and the relevant provisions of Wuxi Dk Electronic Materials Co.Ltd(300842) articles of Association (hereinafter referred to as the "articles of association"), and the meeting is legal and effective.
2、 Deliberations of the board meeting
The directors present at the meeting fully discussed the proposals to be considered at the meeting and passed the following proposals: (I) the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) meeting the conditions for issuing shares to purchase assets and raising supporting funds and related party transactions was considered and adopted
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations, departmental rules and normative documents, and in combination with the analysis and demonstration of the actual operation of the company and the matters related to the purchase of assets and the raising of supporting funds by issuing shares this time, The board of directors of the company believes that the company's issuance of shares to purchase assets and raise matching funds and related party transactions meet the conditions specified in laws, regulations and normative documents.
Shi Weili and Tang Ruide, affiliated directors, avoided voting on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention. Adopted by vote.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising matching funds and related party transactions after adjustment item by item
In accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 8 - major asset reorganization, because the board of directors of the company did not issue the notice of convening the general meeting of shareholders within 6 months after the announcement of the first resolution of directors of this transaction, the company now reconvenes the board of directors to review this transaction, and takes the announcement date of the resolution of the board of directors as the pricing benchmark date for the purchase of assets by issuing shares. The board of directors of the company adjusted the transaction plan accordingly. The adjusted transaction plan is as follows:
1. Overall plan of this transaction
The company plans to issue shares to Taizhou SOTE M & A Investment Fund (limited partnership), Shanghai M & A equity investment fund phase II partnership (limited partnership), Shenzhen Longyan Zhuoyue New Energy Co.Ltd(688196) investment partnership (limited partnership), Shenzhen Fuhai excellence venture capital enterprise (limited partnership), Shanghai Yiliu Industrial Corporation, Hangzhou Yuanyin equity investment partnership (limited partnership), Zhuji Yuwu Jewelry Co., Ltd Wuxi Yicun Zhigeng investment partnership (limited partnership), Suzhou Yirong venture capital partnership (limited partnership), Yingtan Rongtang Daxin Enterprise Service Center (limited partnership), Shanghai Xijin International Trade Co., Ltd., Deng Zhenguo, Mao Chenglie, LV Jiafang Shi Weili purchased 100% of the total equity of Jiangsu SOTE Electronic Materials Co., Ltd. (hereinafter referred to as "Jiangsu SOTE") (hereinafter referred to as "assets purchased through this issuance of shares" or "this issuance"), and the listed company plans to issue shares to no more than 35 special objects by means of inquiry to raise supporting funds to supplement the working capital of the listed company and its subsidiaries Pay the expenses related to this transaction (hereinafter referred to as "the raised matching funds").
The underlying asset of the assets purchased by issuing shares this time is 100% equity of Jiangsu SOTE. According to the appraisal report on the value of all shareholders' equity of Jiangsu SOTE Electronic Materials Co., Ltd. (hereinafter referred to as the "appraisal report") issued by Zhongshui Zhiyuan Assets Appraisal Co., Ltd. on the base date of June 30, 2021 (Zhongshui Zhiyuan ACR Zi [2021] No. 020080), the appraisal value of the subject asset is 1281.6 million yuan, which is determined by both parties through negotiation, The valuation of the underlying assets of this transaction is 1247 million yuan.
The raising of matching funds is based on the issuance of shares to purchase assets, but the success of raising matching funds does not affect the implementation of issuing shares to purchase assets. If the final raised matching funds are not successfully implemented or the financing amount is lower than expected, the listed company will take measures including but not limited to using the enterprise's own funds, applying for bank loans, issuing bonds and other ways to meet the capital needs of the insufficient part of the raised matching funds according to its own strategy, operation and capital expenditure planning.
Shi Weili and Tang Ruide, affiliated directors, avoided voting on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention. Adopted by vote.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Issue shares to purchase assets
(1) Type, par value and listing place of issued shares
The type of shares to be issued in this transaction is RMB A-share ordinary shares, with a par value of 1.00 yuan per share, and the listing place is Shenzhen Stock Exchange.
Shi Weili and Tang Ruide, affiliated directors, avoided voting on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention. Adopted by vote.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(2) Underlying assets
100% equity of Jiangsu SOTE.
Shi Weili and Tang Ruide, affiliated directors, avoided voting on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention. Adopted by vote.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(3) Distribution object
The objects of this issuance of shares to purchase assets are Taizhou SOTE M & A Investment Fund (limited partnership), Shanghai M & A equity investment fund phase II partnership (limited partnership), Shenzhen Longyan Zhuoyue New Energy Co.Ltd(688196) investment partnership (limited partnership), Shenzhen Fuhai excellence venture capital enterprise (limited partnership), Shanghai Yiliu Industrial Corporation, Hangzhou Yuanyin equity investment partnership (limited partnership), Zhuji Yuwu Jewelry Co., Ltd Wuxi Yicun Zhigeng investment partnership (limited partnership), Suzhou Yirong venture capital partnership (limited partnership), Yingtan Rongtang Daxin Enterprise Service Center (limited partnership), Shanghai Xijin International Trade Co., Ltd., Deng Zhenguo, Mao Chenglie, LV Jiafang and Shi Weili.
Shi Weili and Tang Ruide, affiliated directors, avoided voting on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention. Adopted by vote.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(4) Pricing base date, pricing method and price of issued shares
1) Pricing base date
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the 10th meeting of Wuxi Dk Electronic Materials Co.Ltd(300842) the second board of directors.
Shi Weili and Tang Ruide, affiliated directors, avoided voting on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention. Adopted by vote.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2) Pricing method and price
According to the relevant provisions of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation), if a listed company issues shares to purchase assets, the price of the issued shares shall not be lower than 80% of the market reference price. The market reference price is one of the average trading prices of the company's shares 20 trading days, 60 trading days or 120 trading days before the pricing benchmark date. The average trading price of shares 20 trading days, 60 trading days and 120 trading days before the pricing benchmark date of listed companies is shown in the table below:
The average stock trading price is calculated as 80% (yuan / share) of the average interval trading price (yuan / share)
53.96 43.17 in the first 20 trading days
60.02 48.01 in the first 60 trading days
76.51 61.21 in the first 120 trading days
Note: average trading price = total trading volume of the company's shares on several trading days before the pricing benchmark date / total trading volume of the company's shares on several trading days before the pricing benchmark date.
Through friendly negotiation between the trading parties, the issuance price of the issued shares to purchase assets is 43.95 yuan / share, which is no less than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date.
During the period from the pricing benchmark date of this issuance of shares to the issuance date, if the listed company implements ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price of this issuance of shares to purchase assets shall be adjusted accordingly in accordance with the relevant rules of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Shi Weili and Tang Ruide, affiliated directors, avoided voting on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention. Adopted by vote.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(5) Number of shares issued
According to the transaction price of 100% equity of Jiangsu SOTE, the subject asset of this transaction, and the issuance price of assets purchased by this issuance of shares of 43.95 yuan / share, the total number of shares issued by the company to each counterparty is 28373142 shares, as follows:
Serial No. number of shares issued by the counterparty for share consideration (shares) (10000 yuan)
1 Taizhou SOTE M & A Investment Fund (242 China Fangda Group Co.Ltd(000055) 06257)
Limited partnership)
2 Shanghai M & A equity investment fund phase II 20 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 550625
Partnership (limited partnership)
3. Shenzhen Longyan Zhuoyue New Energy Co.Ltd(688196) investment partnership 6520001483503
Industry (limited partnership)
4 Shenzhen Fuhai excellent venture capital enterprise 9780 Puyang Refractories Group Co.Ltd(002225) 255
Industry (limited partnership)
5 Shanghai Yiliu Industrial Corporation 12 China Vanke Co.Ltd(000002) 730375
6 Hangzhou Yuanyin equity investment partnership 202 Shenzhen Textile (Holdings) Co.Ltd(000045) 96131
(limited partnership)
7 Wuxi Yicun Zhigeng investment partnership 5 Ping An Bank Co.Ltd(000001) 137656
(limited partnership)
8 Zhuji Yuwu Jewelry Co., Ltd. 45 Shenzhen Ecobeauty Co.Ltd(000010) 23890
9 Yingtan Rongtang Daxin Enterprise Service Center 3 Shenzhen Zhenye(Group)Co.Ltd(000006) 82593
(limited partnership)
10 Suzhou Yirong venture capital partnership 2 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 55062
(limited partnership)
11 Shanghai Xijin International Trade Co., Ltd. 1 China Vanke Co.Ltd(000002) 27531
12 Deng Zhenguo 10 China Vanke Co.Ltd(000002) 275312
13 Mao Chenglie 45 Shenzhen Ecobeauty Co.Ltd(000010) 23890
14 LV Jiafang 1 China Vanke Co.Ltd(000002) 27531
15 Swilly 1 China Vanke Co.Ltd(000002) 27531
Total 1247 China National Accord Medicines Corporation Ltd(000028) 373142
Note 1: the number of shares issued this time (i.e. the number of shares issued corresponding to the share consideration) = the transaction consideration paid in shares ÷ the issue price.
