Wuxi Dk Electronic Materials Co.Ltd(300842) board of directors
Notes on the completeness and compliance of the legal procedures for the issuance of shares, the purchase of assets, the raising of supporting funds and related party transactions, and the effectiveness of the legal documents submitted
Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as “the company”) intends to issue shares to Taizhou SOTE M & A Investment Fund (limited partnership) 15 shareholders of Jiangsu SOTE Electronic Materials Co., Ltd. (hereinafter referred to as “Jiangsu SOTE”) including Shanghai M & A equity investment fund phase II partnership (limited partnership) (hereinafter referred to as “counterparty”) purchased 100% equity of Jiangsu SOTE held by them (hereinafter referred to as “target assets”) and raised supporting funds (hereinafter referred to as “this major asset reorganization” and “this transaction”).
The company has complied with the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of acquisition of listed companies, the measures for the continuous supervision of companies listed on the gem (for Trial Implementation), the review rules for major asset restructuring of Companies listed on the gem of Shenzhen Stock Exchange and the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies The provisions of relevant laws, regulations, normative documents and the articles of association, such as the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 8 – major asset reorganization, have fulfilled the necessary legal procedures for matters related to this transaction at this stage, which are complete, legal and Effective. 1、 Instructions on compliance and completeness of this transaction
1. In view of the uncertainty of this major asset restructuring, in order to ensure fair and impartial information disclosure, safeguard the interests of investors and avoid abnormal fluctuations in the company’s share price, the company applied to Shenzhen stock exchange for stock suspension on July 1, 2021, and the trading of the company’s shares has been suspended since the opening of the market on July 2, 2021, It also issued the announcement on suspension of trading on planning to issue shares to purchase assets and raise supporting funds (Announcement No.: 2021053); On July 8, 2021, the company issued the announcement on the suspension progress of planning to issue shares to purchase assets and raise supporting funds (Announcement No.: 2021057). The company registered insider information on matters involved in this major asset restructuring and reported relevant materials to Shenzhen stock exchange for filing.
2. During the suspension period, the company took necessary and sufficient confidentiality measures when negotiating with each counterparty on this major asset restructuring, formulated strict and effective confidentiality measures, and limited the scope of relevant sensitive information.
3. During the suspension period, the company prepared the plan for this major asset restructuring in accordance with the requirements of relevant laws, regulations and regulatory provisions.
4. On July 1, 2021, the company signed the agreement of intent to issue shares to purchase assets with the counterparty.
5. On July 15, 2021, the company and the counterparty signed the agreement on issuing shares to purchase assets with effective conditions. Since the audit and evaluation of the underlying assets have not been finalized at that time, after the asset evaluation results are determined, the transaction parties will negotiate and confirm the transaction price according to the evaluation results, and sign a supplementary agreement separately.
5. On July 15, 2021, the company held the second meeting of the second board of directors, deliberated and approved the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions plan “and its summary and other proposals related to this transaction. The related directors of the company avoided voting on relevant proposals, and the independent directors approved the transaction in advance and expressed independent opinions.
6. Zhongtianyun Certified Public Accountants (special general partnership) audited the underlying assets and issued an audit report; Zhongshui Zhiyuan Assets Appraisal Co., Ltd. valued the subject assets and issued a valuation report.
7. On December 30, 2021, the company and the counterparty signed the supplementary agreement to the agreement for purchasing assets by issuing shares with effective conditions, and the company and Shi Weili signed the profit compensation agreement for purchasing assets by issuing shares with effective conditions.
8. On December 30, 2021, the company held the sixth meeting of the second board of directors, deliberated and approved the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions report (Draft) and its summary and other proposals related to this transaction. The related directors of the company avoided voting on relevant proposals, and the independent directors approved the transaction in advance and expressed independent opinions. 9. On April 6, 2022, the company and the counterparty signed the supplementary agreement II to the agreement on issuing shares to purchase assets with effective conditions.
10. On April 6, 2022, the company held the 10th meeting of the second board of directors, deliberated and approved the proposal on the adjusted Wuxi Dk Electronic Materials Co.Ltd(300842) issuance of shares to purchase assets and raise supporting funds and related party transactions, the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuance of shares to purchase assets and raise supporting funds and related party transactions report (Draft) (Revised Version) and its abstract and other proposals related to this transaction. The related directors of the company avoided voting on relevant proposals, and the independent directors approved the transaction in advance and expressed independent opinions.
To sum up, the company has performed the necessary legal procedures for matters related to this transaction in accordance with the provisions of relevant laws, regulations, normative documents and the requirements of the articles of association, and the procedures are complete, legal and effective.
2、 Notes on the validity of legal documents submitted by the company for this transaction
According to the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of the acquisition of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, 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, and the Listing Rules of Shenzhen Stock Exchange GEM stocks The board of directors and all directors of the company guarantee that the information disclosure and application documents of the company’s transaction are true, accurate and complete without false records, misleading statements or major omissions, And undertake to bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information disclosure and application documents of this transaction.
In conclusion, the board of directors of the company believes that the legal procedures for the performance of this transaction are complete, in line with relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and the legal documents submitted to Shenzhen Stock Exchange are legal and valid.
It is hereby explained.
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Wuxi Dk Electronic Materials Co.Ltd(300842) board of directors April 7, 2022
