Securities code: Wuxi Dk Electronic Materials Co.Ltd(300842) securities abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) Announcement No.: 2022039 Wuxi Dk Electronic Materials Co.Ltd(300842)
Suggestive announcement of changes in shareholders’ equity
Taizhou SOTE M & A Investment Fund (limited partnership) and Shanghai M & A equity investment fund phase II partnership (limited partnership) guarantee that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as “the company”) held the 10th meeting of the second board of directors on April 6, 2022, deliberated and adopted 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) (Revised) and its abstract related to this transaction, The company plans to purchase 100% equity of Jiangsu SOTE Electronic Materials Co., Ltd. (hereinafter referred to as “Jiangsu SOTE”) by issuing shares, and plans to raise supporting funds from no more than 35 qualified specific objects (hereinafter referred to as “this transaction”). Among them, the counterparties Taizhou SOTE M & A Investment Fund (limited partnership) (hereinafter referred to as “Taizhou SOTE”) and Shanghai M & A equity investment fund phase II partnership (limited partnership) (hereinafter referred to as “Shanghai M & A fund”) (the above two parties are hereinafter collectively referred to as “information disclosure obligors”) intend to subscribe for the newly issued shares of the listed company, The equity ratio of Wuxi Dk Electronic Materials Co.Ltd(300842) held by the information disclosure obligors increased from 0% to 7.83% (only considering the impact of issuing shares to purchase assets on the company’s share capital structure). The details are as follows:
1、 Basic information of changes in equity
Before this equity change, the information disclosure obligors did not hold Wuxi Dk Electronic Materials Co.Ltd(300842) shares in total, with a shareholding ratio of 0%. After this equity change, the change of equity held by the information disclosure obligor due to the issuance of new shares by the listed company is as follows (without considering the impact of supporting financing):
Before and after the implementation of the overall plan
Name and type of shareholders proportion of shareholding in total share capital proportion of shareholding in total share capital (shares) [1] (%) (shares) [2] (%)
Taizhou SOTE M & A investment A shares — 55062574.29 Fund (limited partnership) Shanghai M & A equity investment
A shares of fund phase II partnership — 45506253.54 (limited partnership)
Total — 100568827.83
Note: the total share capital of the company used in the proportion of total share capital [1] is 100 million shares; The total share capital of the company used in the proportion of total share capital [2] is 1283731 million shares. If the total number is inconsistent with the mantissa of the sum of the sub items, it is caused by rounding.
2、 Commitment and performance
Taizhou SOTE and Shanghai M & a funds signed commitments on share locking due to this transaction:
1. If the newly added shares of the listed company obtained by Taizhou SOTE and Shanghai M & A fund due to this transaction have continuously held the rights and interests of the underlying assets for more than 12 months when they obtain the newly added shares of the listed company, they shall not be transferred in any way within 12 months from the completion date of this transaction (the completion date of this transaction is the date when the newly added shares are registered in Shenzhen Stock Exchange and China Securities Depository and Clearing Co., Ltd.); If it has continuously held the rights and interests of the underlying assets for less than 12 months when it obtains the new shares of the listed company, it shall not be transferred in any way within 36 months from the completion date of this transaction, including but not limited to public transfer through the securities market or by agreement, nor entrust others to manage the shares of the listed company it holds.
2. After the end of this transaction, the shares of listed companies obtained by Taizhou SOTE and Shanghai M & A fund in this transaction shall also abide by the above commitment of lock-in period due to the increase of shares held by listed companies due to bonus shares, conversion to share capital and other reasons; However, if the lock up period of such shares is longer than the above lock up period, the lock up period of such shares shall be implemented in accordance with the provisions of relevant laws and regulations.
3. If the laws, regulations and the regulatory opinions of the securities regulatory authority have other requirements on the locking of new shares, the laws, regulations and the regulatory opinions of the securities regulatory authority shall prevail. Taizhou SOTE and Shanghai M & a funds promise to make corresponding adjustments in accordance with the laws, regulations and the regulatory opinions of the securities regulatory authority.
4. Taizhou SOTE and Shanghai M & A fund are aware of the possible legal consequences of the above commitments. Taizhou SOTE and Shanghai M & A fund will bear individual and joint legal liabilities for violations of the above commitments.
3、 Other instructions
1. This equity change will not lead to the change of the controlling shareholder and actual controller of the company.
2. Prior to this transaction, the information disclosure obligor had no relationship with the listed company and its related parties; After the completion of this transaction, the total equity proportion of the listed company held by the information disclosure obligors will exceed 5%. According to the gem stock listing rules, the information disclosure obligors are potential related parties of the listed company.
3. The information disclosure obligor has fulfilled the obligation of reporting changes in equity. For details, please refer to the gem information disclosure website designated by the CSRC on the same day (www.cn. Info. Com. CN.) The Wuxi Dk Electronic Materials Co.Ltd(300842) simplified equity change report disclosed on the.
4、 Documents for future reference
Wuxi Dk Electronic Materials Co.Ltd(300842) simplified equity change report issued by the information disclosure obligor.
Wuxi Dk Electronic Materials Co.Ltd(300842) board of directors April 7, 2022
