Wuxi Dk Electronic Materials Co.Ltd(300842) independent director
Independent 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 Normative documents and the provisions and requirements of the company's internal system. As an independent director of the company, based on our independent position and judgment, and 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") deliberated at the 10th meeting of the second board of directors, The independent opinions are as follows:
1. 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) and its abstract involved in this transaction and the relevant agreements signed in this transaction comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, the civil code of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies and other relevant laws In accordance with the provisions of laws and regulations and normative documents, we agree with the overall arrangement of the board of directors of the company on this transaction.
2. 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.
3. This transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
4. According to articles 12 and 13 of the measures for the administration of major asset restructuring of listed companies, this transaction constitutes a major asset restructuring of listed companies and does not constitute a restructuring and listing.
5. The proposals related to this transaction have been approved by independent directors in advance before being submitted to the 10th meeting of the second board of directors of the company for deliberation, and have been deliberated and adopted at the 10th meeting of the second board of directors of the company. The convening, convening and voting procedures of the board meeting comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the resolutions formed at the 10th meeting of the second board of directors are legal and effective.
6. The scheme of this transaction complies with the relevant provisions of laws, regulations, normative documents and the articles of association. The implementation of this transaction will not adversely affect the independence of the company, nor damage the interests of the company and its shareholders, especially minority shareholders. After this transaction, the company is independent of the controlling shareholder and other enterprises under its control in terms of business, assets, finance, personnel and institutions; There is no horizontal competition or obviously unfair related party transactions between the company and its controlling shareholders and other enterprises under their control.
7. The transaction has fulfilled the necessary legal procedures and information disclosure procedures at this stage, which are complete and compliant.
8. For the purpose of this transaction, the company hired zhongtianyun Certified Public Accountants (special general partnership) to conduct an extended audit, and issued zhongtianyun [2022] Shenzi No. [90196] simulated merger audit report of Jiangsu SOTE Electronic Materials Co., Ltd. and zhongtianyun [2022] Shenzi No. [90197] on the acquisition of solamet ® Simulated consolidated audit report of photovoltaic silver paste business, ZTY [2022] YZ No. [90007] Wuxi Dk Electronic Materials Co.Ltd(300842) review report and pro forma financial statements; Zhongshui Zhiyuan Assets Appraisal Co., Ltd. was hired to issue Zhongshui Zhiyuan ACR Zi [2021] No. 020080 valuation report on the value of all shareholders' equity of Jiangsu SOTE Electronic Materials Co., Ltd. involved in the acquisition of equity by Wuxi Dk Electronic Materials Co.Ltd(300842) proposed issuance of shares. After review, we recognize the relevant reports issued by the above intermediaries.
9. The company made a serious, prudent and objective analysis on the impact of this transaction on the dilution of immediate return, and put forward specific guarantee measures to fill the return and improve the ability of future return. The relevant subjects made a commitment to the practical implementation of the guarantee measures.
10. 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.
11. If the adjustment plan does not comply with the provisions of the restructuring plan and relevant laws and regulations, it will only constitute the adjustment plan of the restructuring plan on the benchmark date of the restructuring.
To sum up, the procedures of this transaction comply with the provisions of relevant laws and regulations, and are open, fair and reasonable. This transaction is conducive to the development of the company's business and the improvement of its performance, and will not damage the interests of the company and its shareholders, especially minority shareholders. We agree to this transaction and the arrangements made by the board of directors in connection with this transaction.
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Tang Jianrong
Yu Lixin
Qin Shu
specific date
