Wuxi Hodgen Technology Co.Ltd(300279) board of directors
Notes on the confidentiality measures and systems adopted by the exchange
Wuxi Hodgen Technology Co.Ltd(300279) (hereinafter referred to as “the company” or ” Wuxi Hodgen Technology Co.Ltd(300279) “) intends to purchase 31.08% of the total minority shareholders’ equity of Wuxi Hejing Intelligent Technology Co., Ltd. (hereinafter referred to as “Hejing intelligent” or “target company”) held by Anhui high tech investment new materials industry fund partnership (limited partnership), Huaibei growth small and medium-sized enterprise fund Co., Ltd. and Huaibei Shanda Construction Investment Co., Ltd, It plans to raise matching funds from no more than 35 investors by issuing shares to specific objects (hereinafter referred to as “this transaction”).
In accordance with the measures for the administration of major asset restructuring of listed companies and the requirements of relevant systems of the company, the confidentiality measures and confidentiality systems adopted for this transaction are described as follows:
1、 In the previous negotiations of this transaction, the company and the counterparty have taken strict confidentiality measures to limit the scope of relevant sensitive information and register the insiders. The company has prepared and submitted relevant materials such as trading process memorandum and insider registration form in accordance with the requirements of Shenzhen Stock Exchange, and the company’s share price has not fluctuated abnormally.
2、 The participants of all parties to this transaction are limited to a few core management of the company, so as to narrow the scope of insiders of this transaction. The insiders shall keep the information confidential and prohibit the disclosure of relevant information to irrelevant personnel. 3、 Due to the planning of this transaction, after applying to Shenzhen Stock Exchange, the trading of the company’s shares was suspended from the opening of the market on March 30, 2022, and the suspension announcement on planning to issue shares to purchase assets and raise supporting funds (Announcement No.: 2022010) was announced on that day. The trading of the company’s shares was resumed from the opening of the market on April 1, 2022.
4、 The company has signed a confidentiality agreement with the securities service institutions it employs to ensure that the confidential information is only known to its staff directly or indirectly involved in the transaction and professionals hired for the exchange, and bind these personnel to abide by the confidentiality obligations; Unless necessary for this transaction or with the consent of the disclosing party, the obtained confidential information shall not be disclosed to any third party. All intermediaries and relevant personnel, as well as other insider information involved in the formulation, demonstration and decision-making, strictly abide by the obligation of confidentiality. 5、 In the agreement on issuing shares to purchase assets signed by the company and the counterparty with conditional effect, the company has agreed on confidentiality terms with the counterparty.
6、 When communicating with each trading related party, the company shall inform the trading related party to keep the information strictly confidential, shall not inform other personnel of the trading related information, and shall not use the insider information to buy and sell the company’s shares. Insider trading will cause serious consequences to the parties and the trading.
To sum up, the company strictly implemented laws, regulations and relevant provisions, adopted strict and standardized confidentiality measures and confidentiality system in this transaction, earnestly fulfilled the confidentiality obligation of this transaction before disclosure according to law, and there was no disclosure or disclosure of information related to this transaction in violation of laws and regulations.
It is hereby explained.
Wuxi Hodgen Technology Co.Ltd(300279) board of directors
May 18, 2022
