Everbright Securities Company Limited(601788)
about
Wuxi Dk Electronic Materials Co.Ltd(300842) the industrial policy and transaction type of this transaction
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Verification opinions of independent financial advisor
Independent financial advisor
April, 2002
Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as " Wuxi Dk Electronic Materials Co.Ltd(300842) " or "listed company") intends to issue shares to purchase 100.00% equity of Jiangsu SOTE Electronic Materials Co., Ltd. (hereinafter referred to as "this transaction" or "this reorganization").
In accordance with the requirements of normative documents such as the implementation plan of the merger and reorganization examination and separation system of the CSRC and the notice on cooperating with the relevant work of the merger and reorganization examination and separation system of the Shenzhen Stock Exchange, Everbright Securities Company Limited(601788) (hereinafter referred to as "independent financial adviser") as the independent financial adviser of this transaction, based on the principles of diligence, responsibility and good faith, Issued after due diligence and verification of relevant declaration and disclosure documents of listed companies for reference by China Securities Regulatory Commission, Shenzhen Stock Exchange, investors and relevant parties.
As the independent financial adviser of this transaction, the opinions are put forward on the basis of assuming that all parties to this transaction fully perform all their obligations and assume all their responsibilities in accordance with the terms of relevant agreements and commitments. The independent financial adviser hereby makes the following statements and commitments on relevant matters:
1. The independent financial advisor has no relationship with the parties to this transaction. The independent financial advisor issues the independent financial advisor's verification opinions on this transaction based on the principles of objectivity and impartiality.
2. The documents and materials on which the independent financial adviser's verification opinions are based are provided by the relevant parties to the independent financial adviser. The relevant parties are responsible for the authenticity, accuracy and integrity of the materials provided. The relevant parties guarantee that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the legitimacy, authenticity, accuracy and integrity of the materials provided. The verification opinion issued by the independent financial adviser is based on the assumption that all parties to the transaction fully perform all their obligations in accordance with the terms and commitments of relevant agreements. If the above assumption is not tenable, the independent financial adviser will not bear any risk liability arising therefrom.
1、 Verification opinions of independent financial advisor
(I) whether the industries or enterprises involved in this major asset reorganization belong to the industries or enterprises that mainly support the promotion of merger and reorganization, such as "leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization", as determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology
Listed companies are mainly engaged in the R & D, production and sales of high-performance electronic materials, which can be widely used in photovoltaic new energy, semiconductor electronic packaging and other fields; The target company specializes in R & D, production and sales of new electronic pastes. According to the national economic industry classification (GB / t47542017) issued by the National Bureau of statistics, both listed companies and target companies belong to "c3985 electronic special material manufacturing" under "C39 computer, communication and other electronic equipment manufacturing industry"; According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industries of the listed company and the target company are "C39 computer, communication and other electronic equipment manufacturing industry".
Therefore, the industries and enterprises involved in this reorganization do not belong to the industries or enterprises determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology.
(II) whether the transaction type involved in this major asset reorganization belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes backdoor listing
1. This transaction belongs to M & A in the same industry
The listed company is mainly engaged in the R & D, production and sales of high-performance electronic materials. It is a leading enterprise in the field of photovoltaic conductive silver paste in China; The target company is mainly engaged in the R & D, production and sales of new electronic pastes ® It has been engaged in the electronic paste industry for more than 30 years and has a traditional dominant position in the field of photovoltaic conductive silver paste.
After the completion of this transaction, the listed company can fully learn from the globalization management and R & D experience of the target company, carry out collaborative R & D and joint innovation with the target company, continuously expand the advantageous product portfolio, improve the patent layout and enhance the market competitiveness. At the same time, the listed company and the target company will implement effective coordination through R & D, patents, products, brands, markets, management and other aspects to realize complementary advantages, so as to further improve their comprehensive strength and market share.
After verification, the independent financial adviser believes that this transaction belongs to M & A in the same industry.
2. This transaction does not constitute reorganization and listing
Within 36 months before the transaction, the controlling shareholder of the listed company was Shi Weili, and the joint actual controllers were Shi Weili and Yan Jingmei. After the completion of this transaction, the controlling shareholders and joint actual controllers of the listed company will not change. Therefore, this transaction does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies.
After verification, the independent financial adviser believes that this transaction does not constitute reorganization and listing.
(III) this transaction involves the issuance of shares
In this transaction, the listed 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 and Shi Weili purchased 100.00% equity of the subject company they held. Meanwhile, the listed company plans to issue shares to no more than 35 qualified specific objects to raise matching funds.
After verification, the independent financial adviser believes that this transaction involves the issuance of shares.
(IV) whether the listed company has been placed on file for inspection by the CSRC and has not been closed
After verification by the independent financial advisor, as of the date of issuance of this verification opinion, there is no case of the listed company that has not been closed by the CSRC. 2、 Independent financial advisor's concluding comments
After verification of the report on issuing shares to purchase assets and raising supporting funds and related party transactions related to this transaction and the materials provided by all parties, the independent financial adviser believes that:
1. The industries and enterprises involved in this transaction do not belong to the industries or enterprises that mainly support the promotion of merger and reorganization, such as "leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization", as determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology;
2. The transaction type involved in this exchange belongs to M & A in the same industry and does not constitute reorganization and listing;
3. This transaction involves the issuance of shares;
4. There is no case of a listed company that has not been closed by the CSRC.
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Financial advisor sponsor:
Chen Shuting, Lin Jianyun
Everbright Securities Company Limited(601788) mm / DD / yyyy
