Securities code: Wuxi Dk Electronic Materials Co.Ltd(300842) securities abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) Announcement No.: 2022043 Wuxi Dk Electronic Materials Co.Ltd(300842)
Announcement that the adjustment of this trading scheme does not constitute a major adjustment
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 "listed company" or "company") intends to purchase 100% equity of Jiangsu SOTE Electronic Materials Co., Ltd. by issuing shares and raise supporting funds (hereinafter referred to as "this transaction").
On July 15, 2021, the company held the second meeting of the second board of directors, deliberated and approved the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to buy assets and raising supporting funds and related party transactions, the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to buy assets and raising supporting funds and related party transactions plan "and its summary, and other proposals related to this transaction.
On December 30, 2021, the company held the sixth meeting of the second board of directors, which deliberated 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, the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions report (Draft) and its abstract and other proposals related to this transaction. According to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 8 - major asset restructuring, 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 needs to reconvene the board of directors to consider this transaction, and take the announcement date of the resolution of the board of directors as the pricing benchmark date for the purchase of assets by issuing shares. On April 6, 2022, the company held the 10th meeting of the second board of directors, deliberated and approved the proposal on the adjusted Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising matching funds and related party transactions, and agreed to adjust the transaction plan.
The specific contents of the above announcement are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC.
1、 Main contents of this transaction plan adjustment
The main contents of this transaction plan adjustment are as follows:
After adjustment of project adjustment
The pricing for the purchase of assets by issuing shares this time is basically the pricing benchmark date for the purchase of assets by issuing shares this time. The second standard date of the second board of directors of the listed company is the announcement date of the resolution of the second meeting of the second board of directors of the listed company. The announcement date of the resolutions of the 10th meeting.
Through friendly negotiation between the trading parties, the issuance price of the assets purchased by shares on the pricing benchmark date of this issuance is 43.95 yuan / share, which is not lower than 43.95 yuan / share before the pricing benchmark date, Not less than 80% of the average price of the company's share price in 20 trading days 60 trading days before the pricing benchmark date. 80%。
Audit base date: June 30, 2021 December 31, 2021
In addition to the above adjustments, other contents of this transaction plan remain unchanged.
2、 This scheme adjustment does not constitute a major scheme adjustment
According to Article 28 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "restructuring measures"), after the resolution of the general meeting of shareholders on major asset restructuring is made, if the listed company intends to make changes to the trading object and trading object, which constitutes a major adjustment to the restructuring plan, it shall re perform the procedures such as deliberation by the board of directors and the general meeting of shareholders. Article 1 of the opinions on the application of Articles 28 and 45 of the measures for the administration of major asset restructuring of listed companies - opinions on the application of laws on Securities and futures No. 15 (hereinafter referred to as "opinions on the application of laws No. 15") issued by the CSRC on July 31, 2020 puts forward the following opinions on the determination of major adjustments to the restructuring plan in Article 28 of the above-mentioned measures:
(I) in principle, the proposed change to the trading partner shall be deemed to constitute a major adjustment to the reorganization plan, but it can be deemed not to constitute a major adjustment to the reorganization plan under the following two circumstances:
1. If the trading partner is to be reduced, if the trading parties agree to exclude the trading partner and its share of the underlying assets from the restructuring plan, and after excluding the relevant underlying assets, it will not constitute a significant adjustment to the restructuring plan in accordance with the following provisions on the change of the trading object.
2. If the share of the underlying assets held by the trading partner is to be adjusted, if the trading parties agree to transfer the share of the underlying assets between the trading partners, and the transfer share does not exceed 20% of the transaction price.
(II) in principle, the proposed change of the underlying assets shall be deemed to constitute a major adjustment to the reorganization plan, but if the following conditions are met at the same time, it may be deemed not to constitute a major adjustment to the reorganization plan.
1. The proportion of the transaction pricing, total assets, net assets and operating income of the transaction object to be increased or reduced in the total corresponding indicators of the original object assets shall not exceed 20%.
2. The change of the underlying assets does not have a material impact on the production and operation of the transaction, including the underlying assets and business integrity.
(III) the addition or adjustment of supporting raised funds shall be deemed to constitute a major adjustment to the restructuring plan. The reduction or cancellation of supporting raised funds does not constitute a major adjustment to the restructuring plan. The reorganization committee meeting may consider and approve the reorganization plan of the applicant, but require the applicant to reduce or cancel the supporting raised funds.
The adjustment of this transaction plan is the change of the pricing base date and audit base date of issuing shares to purchase assets, which does not involve the change of trading objects and underlying assets, and does not involve the addition or increase of supporting raised funds. Therefore, the adjustment of this transaction plan does not constitute a major adjustment of the restructuring plan.
3、 Relevant procedures for the implementation of this scheme adjustment
On April 6, 2022, the company held the 10th meeting of the second board of directors and the 10th meeting of the second board of supervisors respectively, deliberated 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 after adjustment. When the board of directors considered the proposal, the related directors avoided voting, and the independent directors issued their prior approval opinions and independent opinions. The company has performed necessary approval procedures for this scheme adjustment.
The above proposal still needs to be considered by the general meeting of shareholders of the company. The company has performed the necessary examination and approval procedures for the adjustment of this transaction plan, and there is no situation that damages the interests of the company, shareholders, especially small and medium-sized shareholders.
It is hereby announced
Wuxi Dk Electronic Materials Co.Ltd(300842) board of directors April 7, 2022
