Wuxi Hodgen Technology Co.Ltd(300279) announcement document
Wuxi Hodgen Technology Co.Ltd(300279) independent director
Independent opinions on matters related to the sixth meeting of the Fifth Board of directors
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the rules for the listing of shares on the gem of Shenzhen Stock Exchange, and the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) After reviewing the relevant provisions of laws, administrative regulations, normative documents, laws and regulations and the articles of association, such as the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange, and the relevant provisions of the company's board of directors on the proposed purchase of Anhui Hi tech investment new materials industry fund partnership (limited partnership), Huaibei growth small and medium-sized enterprise fund Co., Ltd After careful analysis, Huaibei Shanda Construction Investment Co., Ltd. has issued the following independent opinions after raising 31.08% of the total equity of Wuxi Hejing Intelligent Technology Co., Ltd. and raising supporting funds (hereinafter referred to as "this transaction"):
1. The company complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation), the measures for the continuous supervision of companies listed on GEM (for Trial Implementation) Relevant laws, administrative regulations, normative documents, laws and regulations, such as the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies' major asset restructuring review rules, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the Administration of securities issuance and registration of GEM listed companies (for Trial Implementation) Various legal conditions for purchasing assets and raising supporting funds by issuing shares as stipulated in the rules and normative documents.
2. If the company's assets do not change significantly after the completion of the listed company's assets reorganization (Trial Measures for the administration of the company's control over the GEM), it will not constitute a major reorganization. The issuing objects involved in the purchase of assets by issuing shares are the counterparties Anhui high tech investment new material industry fund partnership (limited partnership), Huaibei growth small and medium-sized enterprise fund Co., Ltd. and Huaibei Shanda Construction Investment Co., Ltd., excluding the controlling shareholder, actual controller and related parties of the company. This transaction does not constitute the situation of reorganization and listing stipulated in Article 13 of the administrative measures for major asset reorganization of listed companies, and the provisions of Articles 10 and 11 of the examination rules for major asset reorganization of companies listed on the gem of Shenzhen Stock Exchange are not applicable.
Wuxi Hodgen Technology Co.Ltd(300279) announcement document
3. According to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), there was no correlation between the counterparty and the listed company before this transaction; After the completion of this transaction, the counterparty has no related relationship with the listed company. Therefore, this transaction does not constitute a related party transaction.
4. The convening, convening and voting procedures of the board of directors of the company comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association, and the relevant resolutions of the board of directors on this transaction are legal and effective.
5. The report on Wuxi Hejing Intelligent Technology Co., Ltd. issuing shares to purchase assets and raising supporting funds (Draft) and its abstract prepared by the company for this transaction are true, accurate and complete, and there are no false records, misleading statements or major omissions.
6. The relevant transaction agreements signed by the company and the counterparty with effective conditions, such as the agreement on the purchase of assets by issuing shares and the supplementary agreement to the agreement on the purchase of assets by issuing shares, comply with the provisions of the civil code of the people's Republic of China, the measures for the Administration of major asset restructuring of listed companies and other relevant laws, regulations and normative legal documents.
7. For the purpose of this transaction, the company hired Zhongxi Certified Public Accountants (special general partnership) and Bei Northking Information Technology Co.Ltd(002987) ASI asset appraisal firm (special general partnership) (hereinafter referred to as "Beifang ASI") to issue relevant audit reports, reference review reports and appraisal reports on this transaction. After review, we recognize the relevant reports issued by the above professional institutions.
8. The appraisal institution selected and employed by the company in this exchange is independent. The transaction price of the subject asset of this transaction is based on the appraisal value of the subject asset issued by the appraisal institution and determined by both parties through negotiation. The pricing of this transaction follows the principles of openness, fairness and impartiality, complies with the provisions of relevant laws, regulations, normative documents and the articles of association, has fair pricing and fair procedures, and does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders.
(1) The evaluation organization is independent
As the appraisal institution of the underlying assets, North Asia has the qualification of securities and futures related business. In addition to the normal business relationship, the appraisal institution and its handling personnel have no other relationship with the listed company, the counterparty and the parties involved, and there is no realistic and expected interest relationship or conflict affecting its provision of services. The selection and employment procedures of the appraisal institution are in compliance, and the appraisal institution is independent.
(2) The assessment assumptions are reasonable
The assumptions of this appraisal are made in accordance with relevant national laws and regulations, follow the general management or standards of the market, comply with the actual situation of the appraisal object, and no facts contrary to the assumptions of the appraisal are found,
Wuxi Hodgen Technology Co.Ltd(300279) announcement document
The assessment assumptions are reasonable.
(3) The relevance between the evaluation method and the evaluation purpose is consistent
The purpose of this appraisal is to determine the market value of the subject asset on the benchmark date of appraisal and provide value reference basis for this transaction. North Asia adopted the asset-based method and income method to evaluate the total equity value of the target company and the shareholders of Hejing intelligent, and took the evaluation result of the asset-based method as the evaluation conclusion of the total equity value of the shareholders of Hejing intelligent.
In accordance with the requirements of relevant laws, regulations and industry norms, following the principles of independence, objectivity, impartiality and science, and in accordance with the recognized asset appraisal method, the necessary appraisal procedures have been implemented to evaluate the market value of the subject asset on the benchmark date. The selected appraisal method is reasonable and consistent with the purpose of the appraisal.
(4) Evaluate the fairness of pricing
The final transaction price of this transaction is based on the evaluation results of the evaluation report issued by the evaluation institution and determined through negotiation by all parties to the transaction. The pricing is fair and reasonable, and there is no situation that damages the interests of the company and all its shareholders, especially the minority shareholders.
In conclusion, the independent directors believe that the asset appraisal institution employed by the listed company in this exchange is independent, the premise of appraisal assumptions is reasonable, the appraisal method is relevant to the appraisal purpose, and the appraisal pricing is fair, which will not damage the interests of the company and its shareholders, especially the minority shareholders.
9. The transaction plan is practical and in line with the provisions of relevant laws, administrative regulations, normative documents, laws and regulations and normative legal documents. This transaction is conducive to improving the asset quality of the company, improving the financial situation and enhancing the sustainable profitability, which is in line with the long-term development objectives of the company and the interests of shareholders. The pricing method of the shares issued by the company to purchase assets and raise supporting funds complies with the provisions of relevant laws and regulations such as the administrative measures for major asset restructuring of listed companies and the administrative measures for the registration of securities issuance of companies listed on GEM (for Trial Implementation), and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders.
10. The company made a serious, prudent and objective analysis on the impact of this transaction on the dilution of immediate return, and put forward specific guarantee measures to fill the return and improve the ability of future return. The relevant subjects made a commitment to the practical implementation of the guarantee measures.
11. This transaction complies with relevant national laws, regulations and policies, follows the principles of openness, fairness and impartiality, conforms to the interests of the company and all shareholders, and is fair and reasonable to all shareholders. The company has complied with the regulations
Wuxi Hodgen Technology Co.Ltd(300279) announcement document
The company has fulfilled the obligation of information disclosure, signed confidentiality agreements with counterparties and relevant intermediaries, and the procedures performed comply with the provisions of relevant laws, regulations, rules and normative documents.
12. This transaction still needs to be reviewed and approved by the general meeting of shareholders of the company, reviewed and approved by Shenzhen Stock Exchange and Shenzhen Stock Exchange, and reported to China Securities Regulatory Commission for registration. This transaction is in line with the interests of the listed company and all shareholders. All independent directors have agreed that the relevant proposals of the board of directors on this transaction shall be submitted to the general meeting of shareholders of the company for deliberation. To sum up, the independent directors of the company unanimously believe that this transaction complies with the provisions of relevant national laws, regulations and policies, follows the principles of openness, fairness and impartiality, conforms to legal procedures, and conforms to the interests of the company and all shareholders, will not damage the interests of shareholders, and is fair and reasonable to all shareholders. The independent directors of the company agreed to the overall arrangement of this transaction.
Independent director: Zeng Huiming, Liu Jiangtao, Liu Yuan, May 18, 2022
