Listing place: Shenzhen Stock Exchange Stock Code: Wuxi Dk Electronic Materials Co.Ltd(300842) stock abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) Wuxi Dk Electronic Materials Co.Ltd(300842)
Short form equity change report
Name of listed company: Wuxi Dk Electronic Materials Co.Ltd(300842) stock listing place: Shenzhen Stock Exchange Stock abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) Stock Code: Wuxi Dk Electronic Materials Co.Ltd(300842) one of the information disclosure obligors: Taizhou SOTE M & A Investment Fund (limited partnership) Address: Area A-3, first floor, exhibition hall, No. 201, Longyuan Road, Hailing District, Taizhou mailing address: Area A-3, first floor, exhibition hall, No. 201, Longyuan Road, Hailing District, Taizhou city information disclosure obligor 2: Shanghai M & A equity investment fund phase II partnership (limited partnership) address: room 2810, No. 689, Guangdong Road, Huangpu District, Shanghai mailing address: room 2810, No. 689, Guangdong Road, Huangpu District, Shanghai share change nature: increase in the number of shares held
Signed on: April 7, 2022
Statement of information disclosure obligor
1、 This report is made by the information disclosure obligor in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of the acquisition of listed companies (hereinafter referred to as the “acquisition measures”) Standards for the contents and forms of information disclosure by public securities companies No. 15 – Report on changes in equity (hereinafter referred to as “Standards No. 15”) and relevant laws and regulations prepare this report.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the securities law and the acquisition measures, this report has fully disclosed the changes in shares in which the information disclosure obligor has an interest in Wuxi Dk Electronic Materials Co.Ltd(300842) .
As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in Wuxi Dk Electronic Materials Co.Ltd(300842) in any other way.
4、 This equity change is based on the information stated in this report. Except for the information disclosure obligor, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
6、 The acquisition of new shares issued by the listed company this time must be approved by the general meeting of shareholders of the listed company and the CSRC.
catalogue
Section 1 interpretation Section 2 introduction of information disclosure obligors Section III purpose of equity change 8 section 4 method of equity change 9 Section V Trading of listed shares within the first six months Section VI other major matters Section VII documents for future reference 16 the disclosure obligor declares that 17 schedule eighteen
Section I interpretation
In this report, unless the context otherwise requires, the following abbreviations have the following specific meanings:
Interpretation item interpretation content
Information disclosure obligors refer to Taizhou SOTE M & A Investment Fund (limited partnership) and Shanghai M & A equity investment fund phase II partnership (limited partnership)
Information disclosure obligor refers to Taizhou SOTE M & A Investment Fund (limited partnership)
1、 Taizhou SOTE
Information disclosure obligor refers to Shanghai M & A equity investment fund phase II partnership (limited partnership)
2、 Shanghai M & A fund
Jiangsu SOTE refers to Jiangsu SOTE Electronic Materials Co., Ltd
Company and listed company refer to Wuxi Dk Electronic Materials Co.Ltd(300842) Wuxi Dk Electronic Materials Co.Ltd(300842)
This transaction refers to Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase 100% equity of Jiangsu SOTE and raising supporting funds
This equity change means that Wuxi Dk Electronic Materials Co.Ltd(300842) intends to issue shares to the information disclosure obligors I and II to purchase the equity of Jiangsu SOTE held by them
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), and the counterparty refers to 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, Shi Weili
Pricing benchmark date refers to the announcement date of the resolution of the 10th meeting of Wuxi Dk Electronic Materials Co.Ltd(300842) the second board of directors
Report and this report refer to Wuxi Dk Electronic Materials Co.Ltd(300842) simplified equity change report
The measures for continuous supervision refer to the measures for continuous supervision of companies listed on GEM (for Trial Implementation)
Yuan and 10000 yuan refer to RMB units
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor 1. Information disclosure obligor 1
Enterprise name: Taizhou SOTE M & A Investment Fund (limited partnership)
Executive partner Haitong M & a capital management (Shanghai) Co., Ltd
Registered address: Zone A-3, first floor, exhibition hall, No. 201, Longyuan Road, Hailing District, Taizhou City
The registered capital is 250 million yuan
Unified social credit code 91321202ma257ggt62
Type of enterprise: limited partnership
General items: equity investment; Asset management services invested by self owned funds; Financial consultation; Business scope: engaging in investment activities with its own funds (except for projects subject to approval according to law, operating activities shall be carried out independently according to law with business license)
Business term: February 9, 2021 to February 8, 2028
Mailing address: Zone A-3, first floor, exhibition hall, No. 201, Longyuan Road, Hailing District, Taizhou City
Contact 02123219618
Executive partner Haitong M & a capital management (Shanghai) Co., Ltd
The executive partner appoints Zhang Xiangyang, male, Chinese nationality.
He has long lived in China and has no right of residence in other countries or regions. He acts as the representative appointed by the executive partner of Taizhou SOTE M & A Investment Fund (limited partnership).
2. Information disclosure obligor II
Company name: Shanghai M & A equity investment fund phase II partnership (limited partnership)
Executive partner Haitong M & a capital management (Shanghai) Co., Ltd
Registered address: room 2810, No. 689, Guangdong Road, Huangpu District, Shanghai
The registered capital is 925 million yuan
Unified social credit code 91310000ma1fl5l04q
Type of enterprise: limited partnership
Business scope: equity investment, asset management and investment management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Operation period: July 10, 2018 to July 9, 2025
Mailing address: room 2810, No. 689, Guangdong Road, Huangpu District, Shanghai
Contact 02123212232
Executive partner Haitong M & a capital management (Shanghai) Co., Ltd
The executive partner appoints Zhang Xiangyang, male, Chinese nationality. He has long lived in China and has no right of residence in other countries or regions. He acts as the appointed representative of the executive partner of Shanghai M & A equity investment fund phase II partnership (limited partnership).
2、 Information disclosure obligor’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the signing date of this report, the information disclosure obligor does not have shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company. 3、 The relationship between the information disclosure obligors in terms of equity, assets, business, personnel, etc
As of the signing date of this report, the executive partners of Taizhou SOTE and Shanghai M & A fund are Haitong M & a capital management (Shanghai) Co., Ltd.
The property right and control relationship of Taizhou SOTE are as follows:
The property right and control relationship of Shanghai M & A fund are as follows: IV. the concerted action relationship of all information disclosure obligors
As of the signing date of this report, the executive partners of Taizhou SOTE and Shanghai M & A fund are Haitong M & a capital management (Shanghai) Co., Ltd., so all information disclosure obligors constitute persons acting in concert.
Section III purpose of equity change
1、 Purpose of equity change of information disclosure obligor
Wuxi Dk Electronic Materials Co.Ltd(300842) plans to purchase 100% equity of Jiangsu SOTE from 15 counterparties such as Taizhou SOTE and Shanghai buyout fund by issuing shares. The subject company of this transaction is Jiangsu SOTE. After the completion of this transaction, Jiangsu SOTE will become a wholly-owned subsidiary of Wuxi Dk Electronic Materials Co.Ltd(300842) company. Solamet under Jiangsu SOTE ® It has been deeply engaged in the electronic paste industry for more than 30 years, and has been continuously 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 is conducive to enhancing the sustainable operation ability and anti risk ability of the listed company, and is in line with the interests of all shareholders of the listed company.
In this transaction, based on the recognition of the value of Wuxi Dk Electronic Materials Co.Ltd(300842) by the information disclosure obligor and its optimistic development prospects, it intends to become the shareholder of Wuxi Dk Electronic Materials Co.Ltd(300842) through this transaction, effectively integrate relevant resources in combination with its own advantages in investment management and industrial planning, improve the asset quality of Wuxi Dk Electronic Materials Co.Ltd(300842) and comprehensively improve the sustainable operation ability of Wuxi Dk Electronic Materials Co.Ltd(300842) and share the development achievements of Wuxi Dk Electronic Materials Co.Ltd(300842) with all shareholders.
In addition, in this transaction, the listed company plans to raise matching funds of no more than 350 million yuan from no more than 35 specific objects. As the supporting funds raised in this transaction are determined by inquiry, and the final issue price has not been determined, the impact of the supporting funds raised on the equity structure of the listed company and the changes in the rights and interests of the information disclosure obligor will not be considered for the time being. 2、 Shareholding plan of information disclosure obligor in the next 12 months
As of the signing date of this report, the information disclosure obligor has no plan to continue to increase or actively reduce its shares in Wuxi Dk Electronic Materials Co.Ltd(300842) in the next 12 months. In case of relevant equity changes, the information disclosure obligor will timely perform the information disclosure obligations in strict accordance with the provisions of relevant laws and regulations.
Section IV method of equity change
1、 Shareholding of information disclosure obligor
The transaction price of 100% equity of Jiangsu SOTE, the subject asset of this transaction, is 1247 million yuan. The consideration for this transaction will be paid in the form of shares of the listed company. Calculated according to the issuance price of 43.95 yuan / share, the total number of shares issued by the listed company to Taizhou SOTE and Shanghai M & A fund in this transaction is 10056882 shares.
Before and after this equity change, the information disclosure obligors held shares of the company as follows:
Before and after the implementation of the overall plan
Name and type of shareholders shareholding number in total share capital ratio shareholding number in total share capital ratio (shares) cases [1] (%) (shares) cases [2] (%)
Taizhou SOTE M & A Investment Fund A shares — 55062574.29 (limited partnership) Shanghai M & A equity investment fund
Phase II partnership (limited A shares – 45506253.54 partners)
Total — 100568827.83
Note: the total share capital of the company used in the proportion of total share capital [1] is 100 million shares; Proportion in total share capital [2] the total share capital of the company used is 1
