Wuxi Dk Electronic Materials Co.Ltd(300842) independent director
Prior approval opinions on matters related to the 10th meeting of the second board of directors
According to 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), the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and the standards for the content and format of information disclosure of companies offering securities to the public No. 26 – major asset restructuring of listed companies Relevant laws and regulations, such as the self regulatory guidelines No. 8 of Shenzhen Stock Exchange – major asset restructuring, the Listing Rules of Shenzhen Stock Exchange gem, the self regulatory guidelines No. 2 of Shenzhen Stock Exchange listed companies – standardized operation of GEM listed companies, the articles of association of Wuxi Dk Electronic Materials Co.Ltd(300842) companies (hereinafter referred to as the “articles of association”) and the Wuxi Dk Electronic Materials Co.Ltd(300842) independent director system According to the provisions and requirements of normative documents and the company’s internal system, as an independent director of the company, based on our independent position and judgment, after carefully reviewing the relevant proposal materials, We have carefully understood and verified the relevant plans and documents on the company’s issuance of shares, purchase of assets, raising of supporting funds and related party transactions (hereinafter referred to as “the transaction”) to be submitted to the 10th meeting of the second board of directors of the company for deliberation, and issued the following prior approval opinions:
1. Shi Weili, the counterparty of this transaction, is the controlling shareholder and actual controller of the listed company; The counterparty Shenzhen Longyan Zhuoyue New Energy Co.Ltd(688196) investment partnership (limited partnership), Shenzhen Fuhai excellence venture capital enterprise (limited partnership) and Shenzhen Fuhai new material equity investment fund (limited partnership) with more than 5% shareholders of the listed company and Shenzhen Fuhai new material phase II venture capital fund partnership (limited partnership) are controlled by the same actual controller; The executive partners of the counterparties Taizhou SOTE M & A Investment Fund (limited partnership) and Shanghai M & A equity investment fund phase II partnership (limited partnership) are Haitong M & a capital management (Shanghai) Co., Ltd. after the completion of this transaction, Taizhou SOTE M & A Investment Fund (limited partnership) The total proportion of shares of listed companies held by Shanghai M & A equity investment fund phase II partnership (limited partnership) is expected to exceed 5%. Therefore, this transaction constitutes a connected transaction.
2. This transaction complies 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, other relevant laws and regulations, the provisions of normative documents issued by the CSRC and the provisions of the articles of association.
3. The report of Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising matching funds and related party transactions (Draft) (Revised Version) and its abstract and relevant agreements signed by relevant parties involved in this transaction comply with the provisions of 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, other relevant laws and regulations and normative documents issued by the CSRC, The scheme is reasonable and feasible.
4. The audit institution and valuation institution of this transaction have completed the audit and valuation work involved in this restructuring, and issued the audit report and valuation report. The valuation institution employed by the company for this transaction is independent, the valuation assumptions are reasonable, the valuation methods are consistent with the purpose of valuation, the valuation conclusions of the valuation report are reasonable, the valuation pricing is fair, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. 5. This transaction will help the listed company further improve its R & D and innovation ability, optimize product layout, expand business scale, and further enhance its comprehensive competitiveness and sustainable operation ability, which is in line with the interests of the company and all shareholders.
In conclusion, we agree to submit the proposals related to this transaction to the 10th meeting of the second board of directors of the company for deliberation.
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Tang Jianrong
Yu Lixin
Qin Shu
specific date
