Securities code: Wuxi Dk Electronic Materials Co.Ltd(300842) securities abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) listing place: Shenzhen Stock Exchange Everbright Securities Company Limited(601788)
about
Wuxi Dk Electronic Materials Co.Ltd(300842)
Issue shares to purchase assets and raise supporting funds
And related party transactions
of
Independent financial advisor Report
(Revised Version)
Date of signature: April, 2002
Statement and commitment
Everbright Securities Company Limited(601788) accepted the entrustment of the listed company to act as the independent financial consultant for the issuance of shares, the purchase of assets and the raising of supporting funds and related party transactions, and prepared this independent financial consultant report (hereinafter referred to as "this report").
This report is in accordance 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 (revised in 2020), the measures for continuous supervision, the rules for the review of major asset restructuring of companies listed on the gem and other relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of good faith, diligence and due diligence of the securities industry, Following the principles of objectivity and impartiality, and on the basis of careful review of relevant materials and full understanding of the transaction, the independent financial consultant's opinions are issued in order to make an independent, objective and fair evaluation on the transaction for the reference of all shareholders of the listed company and relevant parties. 1、 This independent financial advisor statement
1. The documents and materials relied on by the independent financial adviser are provided by all parties to the transaction. All parties to the transaction have guaranteed to the independent financial adviser that all the materials they provide for the issuance of this report are authentic, accurate, complete and timely, and assume full responsibility for the authenticity, accuracy, integrity and timeliness of such materials. The independent financial advisor does not assume any risk liability arising therefrom.
2. The independent financial adviser's report is issued on the assumption that all parties to the transaction fully and timely perform the relevant agreements, statements or commitments of the transaction.
3. The independent financial advisor has no relationship with the parties to this transaction. The independent financial advisor issues an independent financial advisor report on this transaction in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges the majority of investors to carefully read the relevant announcements of this transaction and other publicly disclosed information issued by the board of directors of the listed company.
4. The independent financial advisor draws the attention of investors that this report does not constitute any investment suggestions or opinions on listed companies, and the independent financial advisor is not responsible for the possible risks of any investment decisions made by investors according to this report.
5. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this report as a supplement and modification to this report, or to make any explanation or explanation to this report.
6. The independent financial adviser agrees to submit the report of the independent financial adviser to the relevant regulatory authorities as the legal document of the transaction. 2、 Commitment of the independent financial advisor
1. The independent financial adviser has fulfilled the obligation of due diligence in accordance with the provisions and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company and the counterparty.
2. The independent financial advisor has fully verified the documents disclosed by the listed company and the counterparty, and is sure that the content and format of the disclosure documents meet the requirements.
3. The independent financial adviser has sufficient reasons to believe that the restructuring plan entrusted by the listed company to the independent financial adviser to give opinions complies with laws, regulations and relevant provisions of the CSRC and Shenzhen Stock Exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions.
4. The independent financial advisor's professional opinion on this transaction has been submitted to the independent financial advisor's core organization for review, and the core organization agrees to issue this professional opinion.
5. During the period of contact with the listed company and the issuance of the independent financial adviser's report, the independent financial adviser has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud.
Tips on major issues
The company specially reminds investors to carefully read the full text of this report and pay special attention to the following matters: I. overview of this transaction scheme
In this transaction, the listed company purchases 100% equity of Jiangsu SOTE by issuing shares, and plans to issue shares to no more than 35 qualified specific objects to raise supporting funds, as follows:
(I) issuing shares to purchase assets
In this transaction, the listed company intends to purchase 100% equity of Jiangsu SOTE from Taizhou SOTE, Shanghai M & A fund, Longyan Zhuoyue New Energy Co.Ltd(688196) , Fuhai excellence, Yiliu industry, Hangzhou Yuanyin, Yicun Zhigeng, Yuwu jewelry, Rongtang Daxin, Suzhou Yirong, Shanghai Xijin, Deng Zhenguo, Mao Chenglie, LV Jiafang and Shi Weili by issuing shares.
According to Zhongshui Zhiyuan ACR Zi [2021] No. 020080 valuation report issued by Zhongshui Zhiyuan, the valuation of 100% equity of Jiangsu SOTE is 1281.6 million yuan. After negotiation between the two parties, the transaction price of 100% equity of Jiangsu SOTE is 1247 million yuan. The listed company will pay by issuing shares.
After the listing of Jiangsu Sodom group, it will hold 100% of the original shares of Jiangsu Sodom group ® Photovoltaic silver paste business.
Solamet under Jiangsu SOTE ® Photovoltaic silver paste business has been deeply engaged in the electronic paste industry for more than 30 years. It is constantly committed to leading the technological innovation of photovoltaic conductive paste. It is a pioneer and technology leader in the field of photovoltaic conductive paste. It has formed core technologies with strong market competitiveness in the three systems of glass, silver powder and organism, and actively transformed scientific research achievements and core technologies into patents for protection and application, with a comprehensive patent layout.
This transaction will not lead to the change of the actual controller of the listed company.
(II) raising supporting funds
In this transaction, the listed company plans to issue shares to no more than 35 qualified specific objects by means of inquiry to raise supporting funds. The total amount of supporting funds raised shall not exceed 350 million yuan, and the number of shares issued by supporting financing shall not exceed 30% of the total share capital of the listed company before this issuance, of which the amount of supplementary working capital is 310 million yuan, which does not exceed 25% of the price of this transaction. The supporting funds raised this time will be used to supplement the working capital of listed companies and subsidiaries and pay the relevant expenses of this transaction.
The raising of matching funds is based on the issuance of shares to purchase assets, but the success of raising matching funds does not affect the implementation of issuing shares to purchase assets.
If the final raised matching funds are not successfully implemented or the financing amount is lower than expected, the listed company will take measures including but not limited to using the enterprise's own funds, applying for bank loans, issuing bonds and other ways to meet the capital needs of the insufficient part of the raised matching funds according to its own strategy, operation and capital expenditure planning. 2、 Overview of previous transactions
According to the information provided by the counterparty, Taizhou SOTE, Shanghai M & A fund and other financial investors jointly paid 1.247 billion yuan to Jiangsu SOTE for the acquisition of solamet ® Business. On February 1, 2021, Jiangsu SOTE signed the purchase and sale agreement and other subsidiary agreements with the overseas listed company DuPont group to acquire solamet under DuPont group ® Business division (hereinafter referred to as "previous transaction").
(I) the subject matter of the previous transaction
The subject matter of the previous transaction was solamet of DuPont group ® Equity, assets, personnel and other relevant arrangements related to business, including: (1) 100% equity of Dongguan DuPont; (2) 100% equity of American photovoltaic slurry; (3) With solamet ® Other intellectual property rights related to photovoltaic silver paste business; (4) Relevant laboratory assets and other relevant arrangements, such as business contracts, customer resources, etc.
Business content of transaction object
Solamet ® The production entity of the business shall undertake solamet before the settlement of the previous transaction ® The output of 40%-60% for PV silver pulp business is mainly produced by the DuPont group's 100% stake in Taiwan, China and Dongguan DuPont. Before the last transaction, DuPont group Taiwan and Puerto Rico factories in China stopped producing PV silver paste and transferred all their PV silver pulp business resources and customers to Dongguan factory.
American photovoltaic slurry holds 100% of the equity of solamet applied for / registered worldwide by DuPont group except in Hong Kong, China ® Patents related to photovoltaic silver paste business.
With solamet ® Other knowledges related to photovoltaic silver paste business mainly include trademarks worldwide and patents registered in Hong Kong. Intellectual property
Related laboratory assets mainly include solamet ® Fixed assets such as experimental equipment and office equipment related to photovoltaic silver paste business, inventory for R & D and other assets.
It mainly includes the contracts signed with solamet by DuPont group's trading entities all over the world ® Other relevant arrangements for PV, business contracts related to silver slurry business, relevant rights and obligations under the contract, and subsequent customer resources, relevant core R & D personnel and core sales personnel.
(II) previous transaction process
The details of the previous transaction are as follows:
Pre transaction process post transaction
Jiangsu SOTE Jiangsu SOTE
Jiangsu SOTE acquires Dongguan DuPont and American light
100% volt slurry 100% equity
100% 100% 100%
SOTE Hong Kong Shanghai Branch
Shanghai branch undertakes other cooperation with solamet ® Dongguan DuPont American photovoltaic slurry SOTE Hong Kong and Shanghai Branch
Domestic assets and personnel related to business
Some of DuPont's intellectual property and others
SOTE Hong Kong undertakes trademarks, some patents and rights, and solamet, an overseas person ® business
Overseas personnel and asset managers and domestic assets related to assets
Production and personnel
100% 100%
Dongguan DuPont US photovoltaic slurry trademark, some others and
Patent, overseas solam
