Wuxi Hodgen Technology Co.Ltd(300279) board of directors
Explanation on the compliance of this transaction with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the measures for the continuous supervision of companies listed on the gem (for Trial Implementation)
Wuxi Hodgen Technology Co.Ltd(300279) (hereinafter referred to as “listed company” or ” Wuxi Hodgen Technology Co.Ltd(300279) “) plans 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”).
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the measures for the continuous supervision of companies listed on the gem (for Trial Implementation), as follows:
1、 This transaction complies with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
(I) the company is not under the following circumstances as stipulated in Article 11 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation):
1. Arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
2. The preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in major aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; The audit report with qualified opinion has been issued in the financial and accounting report of the latest year, and the material adverse impact of the matters involved in the qualified opinion on the company has not been eliminated;
3. The current directors, supervisors and senior managers have been subject to administrative punishment by the CSRC in the last three years, or have been publicly condemned by the stock exchange in the last year;
4. The current directors and supervisors of the company are suspected of violating the law or being investigated and put on file by the CSRC;
5. The controlling shareholders and actual controllers have committed major illegal acts that seriously damage the interests of the company or the legitimate rights and interests of investors in the past three years;
6. In the past three years, there have been major illegal acts that have seriously damaged the legitimate rights and interests of investors or social and public interests.
(II) the matching funds raised by the company this time comply with the provisions of Article 12 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
The total amount of supporting funds raised this time shall not exceed 50 million yuan (including 50 million yuan). After deducting the financial investment factor of 2.5 million yuan from the raised funds, the total amount of funds raised this time will be reduced to no more than 47.5 million yuan (including 47.5 million yuan). The number of shares to be issued shall not exceed 30% of the total share capital of the company before this issuance, nor 100% of the transaction price of purchasing assets by issuing shares in this transaction.
The funds raised in this supporting financing will be used to supplement working capital, and the proportion of the supporting raised funds used to supplement working capital shall not exceed 25% of the transaction price of purchasing assets by issuing shares this time. The supporting funds raised by the company to supplement working capital this time shall not be used for holding financial investment, and shall not be used for direct or indirect investment in companies whose main business is the trading of securities.
(III) the company has not raised more than 35 matching funds this time, which meets the provisions of Article 55 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
The share issuance objects in this supporting financing are securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors and natural persons, with a total of no more than 35 specific objects in line with the provisions of the CSRC and other relevant laws and regulations. All issuance objects subscribe for the shares issued in this supporting financing in cash.
(IV) the issuing price and pricing principle of the supporting funds raised by the company this time comply with the provisions of articles 56, 57 and 58 of the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation). The pricing benchmark date of this issuance is the first day of the issuance period. The board of directors of the issuing company did not determine all the issuing objects in advance.
The issuing price of this offering shall not be lower than 80% of the average price of the company’s shares 20 trading days before the pricing benchmark date. The calculation formula of the average stock trading price in the 20 trading days before the pricing benchmark date is: the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date.
The company determines the issuing price and object by bidding. The final issue price will be determined by the board of directors of the listed company through consultation with the independent financial adviser (lead underwriter) of the transaction in accordance with the authorization of the general meeting of shareholders, the provisions of relevant laws, administrative regulations and normative documents and the subscription quotation of the issuing object after the transaction is reviewed and approved by the Shenzhen Stock Exchange and reported to the CSRC for registration.
During the period from the pricing base date to the issuance date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price of this supporting financing will be adjusted accordingly in accordance with the relevant rules of China Securities Regulatory Commission and Shenzhen Stock exchange.
(V) the lock-in period arrangement of the company’s shares subscribed by the issuing object in this supporting financing complies with the provisions of Article 59 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
The resolution of the board of directors of the issuing company does not determine all the issuing objects in advance, and the issuing objects do not belong to one of the following circumstances: (1) the controlling shareholder, actual controller or affiliated person controlled by the listed company; (2) Investors who have acquired the actual control of the listed company by subscribing for the shares issued this time; (3) Domestic and foreign strategic investors to be introduced by the board of directors.
The shares of the company subscribed by the issuing object in this supporting financing (including the shares derived from the distribution of stock dividends and the conversion of capital reserves by listed companies within the share lock period) shall not be transferred within 6 months from the date of completion of the share issuance, and then shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
2、 This transaction complies with the relevant provisions of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation)
(I) the purchase of assets by issuing shares this time complies with the provisions of Article 18 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation)
Article 18 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) stipulates that “if a listed company implements major asset restructuring or issues shares to buy assets, the industry of the underlying assets shall meet the positioning of the gem, or be in the same industry or upstream and downstream with the listed company”.
The target company of this transaction and crystal intelligence are the holding subsidiaries of listed companies.
Prior to this transaction, the listed company had held 68.92% equity of Hejing intelligence, purchased assets through this issuance of shares, and Hejing intelligence will become a wholly-owned subsidiary of the listed company.
The main businesses of listed companies focus on the two strategic directions of “Internet of things” and “education”. The businesses in the field of Internet of things include intelligent manufacturing business and Zhilian business, and the businesses in the field of education include educational information businesses such as smart campus and preschool education cloud platform. The R & D, production and sales of intelligent controllers engaged by Hejing intelligent belong to the intelligent manufacturing business in the business segment of listed companies. Therefore, the industry of the underlying assets is in the same industry as the listed company. The purchase of assets by issuing shares this time complies with the provisions of Article 18 of the measures for the continuous supervision of companies listed on GEM (Trial).
(II) the purchase of assets by issuing shares this time complies with the provisions of Article 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation)
Article 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) stipulates: “if a listed company issues shares to purchase assets, the price of the issued shares shall not be less than 80% of the market reference price. The market reference price is one of the average trading prices of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets.”
The benchmark date for pricing the issue price of the assets purchased by issuing shares this time is the announcement date of the resolution of the third meeting of the Fifth Board of directors on March 31, 2022. After negotiation by all parties to the transaction, the issuance price of the issued shares to purchase assets is determined as 6.23 yuan / share, which is no less than 80% of the average trading price of the company’s shares 60 trading days before the pricing benchmark date.
To sum up, this transaction complies with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the measures for the continuous supervision of companies listed on the gem (for Trial Implementation).
It is hereby explained.
Wuxi Hodgen Technology Co.Ltd(300279) board of directors
May 18, 2022
