About Wuxi Dk Electronic Materials Co.Ltd(300842)
Issuing shares to purchase assets and raising matching funds and related party transactions
Supplementary legal opinion (III)
To: Wuxi Dk Electronic Materials Co.Ltd(300842) Dear Sirs:
Entrusted by Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as Wuxi Dk Electronic Materials Co.Ltd(300842) , “issuer” and “listed company”), Shanghai Tongli law firm (hereinafter referred to as “the firm”) appointed lawyer Chen Peng, lawyer Luo Shazhou and lawyer Zhu Jiajing (hereinafter referred to as “the firm”) as special legal counsel for Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as “the reorganization”), The legal opinion on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising matching funds and related party transactions (hereinafter referred to as “legal opinion”) and the supplementary legal opinion on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising matching funds and related party transactions (I) (hereinafter referred to as “supplementary legal opinion I”) have been issued Supplementary legal opinion (2) on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising matching funds and related party transactions (hereinafter referred to as “supplementary legal opinion 2”, which is jointly referred to as “issued legal opinion” together with supplementary legal opinion 1 and supplementary legal opinion 2). Whereas Wuxi Dk Electronic Materials Co.Ltd(300842) intends to adjust the transaction plan, according to the requirements of the issuer and in accordance with the ZTY [2022] SZ No. 90196 simulated merger audit report of Jiangsu SOTE Electronic Materials Co., Ltd. (hereinafter referred to as the “audit report”) issued by zhongtianyun Certified Public Accountants (special general partnership), our lawyers conduct supplementary verification on the relevant situation of the reorganization and hereby issue this supplementary legal opinion on relevant matters.
The statements made by the firm and its lawyers in the issued legal opinion and relevant definitions are also applicable to this supplementary legal opinion. This supplementary legal opinion constitutes a supplement to the legal opinion issued. I This transaction plan and related agreements
（1） Adjustment of this transaction scheme
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After verification by the lawyers of the firm, Wuxi Dk Electronic Materials Co.Ltd(300842) held the 10th meeting of the second board of directors on April 6, 2022, reviewed the transaction plan and adjusted the specific plan of the transaction. According to the resolution of the 10th meeting of the second board of directors of Tyco Co., Ltd. and the supplementary agreement II to the agreement on issuing shares to purchase assets of all shareholders of Wuxi Tyco Electronic Materials Co., Ltd. and Jiangsu SOTE Electronic Materials Co., Ltd. (hereinafter referred to as “supplementary agreement II to the agreement on issuing shares to purchase assets”) signed by Wuxi Dk Electronic Materials Co.Ltd(300842) and the counterparty, The pricing benchmark date for the purchase of assets by issuing shares was changed to the announcement date of the resolution of the 10th meeting of Wuxi Dk Electronic Materials Co.Ltd(300842) the second board of directors. Through consultation between the company and the counterparty, it was determined that the issuance price of this issuance was 43.95 yuan / share, which was no less than 80% of the average trading price of Wuxi Dk Electronic Materials Co.Ltd(300842) shares 20 trading days before the pricing benchmark date. In addition to the above changes, there are no other changes in the transaction scheme.
The lawyer of the exchange has verified that the above adjusted transaction plan complies with the provisions of laws, regulations and normative documents, and the contents of the plan do not infringe upon the legitimate interests of Wuxi Dk Electronic Materials Co.Ltd(300842) shareholders.
（2） Relevant agreements involved in this transaction
After verification by the lawyers of the exchange, due to the adjustment of the transaction plan, Wuxi Dk Electronic Materials Co.Ltd(300842) and the counterparty of the transaction signed the supplementary agreement II of the agreement for the purchase of assets by issuing shares, which revised the relevant contents of the original supplementary agreement for the agreement for the purchase of assets by issuing shares and the agreement for the purchase of assets by issuing shares.
Through the verification of the terms and conditions of the above agreements by our lawyers, such agreements do not violate the mandatory provisions of laws, regulations and normative documents.
II Approval and authorization involved in this transaction
（1） The approval and authorization of this transaction have been obtained
1. Internal approval and authorization of Wuxi Dk Electronic Materials Co.Ltd(300842)
After verification by our lawyers, as of the date of issuance of this supplementary legal opinion, in addition to the internal approval and authorization obtained for this transaction disclosed in the issued legal opinion, the new internal approval and authorization for this transaction are updated as follows:
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After verification by our lawyers, Wuxi Dk Electronic Materials Co.Ltd(300842) at the 10th meeting of the second board of directors held on April 6, 2022, 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 and the proposal on adjusting Wuxi dike Electronic Materials Co., Ltd. to issue shares to purchase assets and raise supporting funds and related party transactions were considered and adopted Proposals related to this transaction, such as the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transaction report (Draft) (Revised Version) and its summary, the proposal on the adjustment of this transaction scheme does not constitute a major adjustment, and so on.
（2） The transaction still needs approval and consent
After verification by our lawyers, this transaction still needs the following approval and consent:
1. Obtain the deliberation of Wuxi Dk Electronic Materials Co.Ltd(300842) shareholders’ meeting on this transaction;
2. This transaction has passed the examination of Shenzhen Stock Exchange and registered with China Securities Regulatory Commission;
3. Other approvals or approvals that may be involved.
Based on the above, our lawyers believe that this transaction has obtained the relevant internal approval and authorization required by laws, regulations and normative documents according to its progress stage.
III The underlying assets involved in this transaction
（1） Main assets of Jiangsu SOTE
1. Real property rights
After verification by our lawyers, as of the date of issuance of this supplementary legal opinion, the state-owned land use right and house ownership of Dongguan SOTE disclosed in the legal opinion have completed the relevant registration procedures for the change of the obligee to Dongguan SOTE, and Dongguan Natural Resources Bureau has renewed the real estate ownership certificate for the above-mentioned change of the obligee. The details are as follows:
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Parcel area house building serial number certificate number location obligee use right type (M2) area (M2)
Guangdong (2022) Dongguan land, Nancheng street, Dongguan: for industrial and state-owned construction
1. Real estate property right No. 66 Hongtu road SOTE industrial land / real estate use right / 30716894886750006487 one house: industrial house ownership
Guangdong (2022) Dongguan land, Nancheng street, Dongguan: for industrial and state-owned construction
2. Real estate property right No. 66 Hongtu road SOTE industrial land / real estate use right / No. 3071689 168.540006466 one house 3: industrial house ownership
Guangdong (2022) Dongguan land, Nancheng street, Dongguan: for industrial and state-owned construction
3. Real estate property right: SOTE industrial land / real estate use right at No. 66 Hongtu road / No. 3071689 66.5 Nanjing Gaoke Company Limited(600064) 95, building 4: ownership of industrial houses
Guangdong (2022) Dongguan land, Nancheng street, Dongguan: for industrial and state-owned construction
4. Real estate property right No. 66 Hongtu road SOTE land / real estate use right / 3071689 202.51 Xi’An Tourism Co.Ltd(000610) 1 Building 2: warehouse house ownership
2. Registered trademark
After verification by our lawyers, according to the “SOTE electronic materials” issued by Shanghai Yisheng on April 1, 2022
The supplementary report on intellectual property due diligence (I) of material Hong Kong Co., Ltd. has been issued as of the issuance of the above report
On the date of, 17 domestic and overseas transactions were being transferred from DuPont electronics to SOTE Hong Kong
Among the trademark rights, 8 domestic and overseas trademark rights have been handled and transferred from DuPont electronics to the claimant
There are still 9 domestic and overseas trademark rights in the relevant procedures under the name of special Hong Kong, which are being handled by DuPont
Procedures related to the transfer of subsidiaries to SOTE Hong Kong. Details of trademark rights that have been transferred
See Annex I of this supplementary legal opinion for details.
3. Patent right
After verification by our lawyers, according to the report on solar issued by Shanghai yishengyu on April 1, 2022
Supplementary report on intellectual property due diligence of pass limited liability company
（1） As of the date of issuance of the above report, the update of patent rights under the name of solar paste is as follows:
Below:
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(1) Solar paste legally holds 16 patent applications under review, which are under review by national / regional patent authorities. See Annex II of this supplementary legal opinion for the specific information of these pending patent application rights.
(2) The applicants of two PCT international applications have completed the procedure of transferring to solar paste. See Annex III of this supplementary legal opinion for the specific information of these PCT international applications.
After verification by our lawyers, except for the above updates, there is no change in the situation related to the patent rights of SOTE Hong Kong and solar paste disclosed in the legal opinion.
（2） Tax situation
1. Tax type and tax rate
After verification by our lawyers, according to the audit report issued by zhongtianyun accountant, as of the date of issuance of this supplementary legal opinion, the main taxes, tax rates and tax preferences applicable to Jiangsu SOTE and its holding subsidiaries have not changed.
2. Tax compliance
(1) According to the certificate issued by the third tax branch of Taizhou Taxation Bureau of the State Administration of Taxation on February 17, 2022, Jiangsu SOTE has complied with the relevant provisions of the tax law since its tax registration, and as of the date of issuance of the certificate, there is no tax arrears and no bad record of any major tax violations, No tax supervisor
