Wuxi Hodgen Technology Co.Ltd(300279) board of directors
About issuing shares to purchase assets and raising supporting funds
Notes on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted Wuxi Hodgen Technology Co.Ltd(300279) (hereinafter referred to as “listed company” or ” Wuxi Hodgen Technology Co.Ltd(300279) “) intends to purchase Anhui Hi tech investment new materials industry fund partnership (limited partnership), Huaibei growth small and medium-sized enterprise fund Co., Ltd Wuxi Hejing Intelligent Technology Co., Ltd. (hereinafter referred to as “Hejing intelligent” or “target company”) held by Huaibei Shanda Construction Investment Co., Ltd. has a total minority shareholder equity of 31.08%, and plans to raise supporting funds by issuing shares to specific objects to no more than 35 investors (hereinafter referred to as “this transaction”). After careful examination of the completeness and compliance of the legal procedures performed in this transaction and the effectiveness of the legal documents submitted, the board of directors of the company believes that the company has performed the necessary legal procedures for matters related to this transaction at this stage. These legal procedures are complete and compliant, and comply 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 board of directors of the listed company has carefully examined the completeness and compliance of the company’s legal procedures for this transaction and the effectiveness of the legal documents submitted, And explain as follows:
1、 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
(I) procedures performed in this transaction
As of the date of issuance of this note, the procedures for this transaction are as follows:
1. Due to the planning of matters related to this transaction, the listed company applied to Shenzhen stock exchange for stock suspension, and the trading of the company’s shares will be suspended from the morning of March 30, 2022 (Wednesday). For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on March 30, 2022 Announcement on suspension of trading on planning to issue shares to purchase assets and raise supporting funds (Announcement No.: 2022010).
2. According to the provisions of the measures for the administration of major asset restructuring of listed companies, the listed company and all parties involved in this transaction have taken strict confidentiality measures to limit the scope of knowledge of relevant sensitive information and ensure that the information is within the controllable range.
3. The listed company registered the insiders involved in this transaction, registered the insiders involved in this transaction, and reported the list of insiders to Shenzhen Stock Exchange.
4. On March 31, 2022, the third meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors of the listed company deliberated and adopted the relevant proposals of the transaction respectively, and the independent directors expressed their independent opinions. The listed company has prepared the plan for Wuxi Hodgen Technology Co.Ltd(300279) issuing shares to purchase assets and raising supporting funds and other documents in accordance with the requirements of relevant laws, regulations and normative documents. On the same day, the company and each counterparty signed a conditional agreement on issuing shares to purchase assets.
5. On April 1, 2022, Hejing intelligent held the first extraordinary shareholders’ meeting in 2022 and reviewed and approved the transaction.
6. On May 18, 2022, the sixth meeting of the Fifth Board of directors and the fifth meeting of the Fifth Board of supervisors of the listed company deliberated and adopted the report on Wuxi Hodgen Technology Co.Ltd(300279) issuing shares to purchase assets and raising supporting funds (Draft) and other documents respectively, and the independent directors expressed independent opinions. On the same day, the company and each counterparty respectively signed a supplementary agreement to the agreement on issuing shares to purchase assets.
7. The state-owned holding enterprises in the counterparties of this transaction have performed relevant decision-making and approval procedures. Among them, the investment decision-making committee of Huaibei growth small and medium-sized enterprise fund Co., Ltd. deliberated and adopted this transaction at its first meeting in 2022; Huaibei Shanda Construction Investment Co., Ltd. has obtained the reply on the transfer of 5.18% equity of Wuxi Hejing Intelligent Technology Co., Ltd. by Huaibei Shanda Construction Investment Co., Ltd. issued by its competent State-owned Assets Department, Huaibei Lieshan District Finance Bureau (state owned Assets Management Commission).
(II) procedures to be performed in this transaction
The procedures to be performed in this transaction include but are not limited to:
1. The shareholders’ meeting of the listed company deliberated and approved the relevant proposals of the transaction;
2. This transaction has been reviewed by Shenzhen Stock Exchange and registered with China Securities Regulatory Commission.
To sum up, listed companies have complied with the relevant provisions of laws, regulations and normative documents, such as 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, and the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, The necessary legal procedures at this stage have been performed for matters related to this transaction, which are complete, legal and effective.
2、 Notes on the validity of legal documents submitted by the company for this transaction
In accordance with the regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies that publicly issue securities No. 26 – major asset restructuring of listed companies, and the self regulatory guidelines for listed companies No. 8 – major asset restructuring of Shenzhen Stock Exchange, the listed company makes the following statements and guarantees with respect to the relevant legal documents to be submitted for this transaction:
“The company has provided the necessary, true, accurate, complete and effective documents, materials or oral statements and explanations for the transaction at the present stage to the intermediaries providing professional services such as audit, evaluation, legal and financial advisers for the transaction, without any concealment, falsehood and major omission; the copies or copies provided are consistent and consistent with the original materials or originals; the provided documents and materials The signature and seal on the documents and materials are authentic, and the legal procedures required for such signature and seal have been performed and legally authorized; All the facts stated and explained are consistent with the facts happened.
According to the process of this transaction, the company will timely provide relevant information and documents in accordance with laws, regulations, rules and relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, and ensure that the information and documents continue to be provided still meet the requirements of authenticity, accuracy, integrity and effectiveness.
The company promises and guarantees that the information disclosure and application documents of this transaction are true, accurate and complete, that there are no false records, misleading statements or major omissions, and is willing to bear individual and joint legal liabilities. “
The board of directors and all directors of the listed company make the following statements and guarantees:
“I have provided true, accurate, complete and effective documents, materials or oral statements and explanations necessary for this transaction at this stage to the listed company and the intermediary institutions providing professional services such as audit, evaluation, legal and financial advisers for this transaction, without any concealment, falsehood and major omission; the copies or copies provided are consistent and consistent with the original materials or originals The signatures and seals on the documents and materials provided are authentic, and have performed the legal procedures required for such signatures and seals and obtained legal authorization; All the facts stated and explained are consistent with the facts happened.
According to the process of this transaction, I will timely provide relevant information and documents in accordance with laws, regulations, rules and relevant provisions of the CSRC and Shenzhen Stock Exchange, and ensure that the information and documents continue to be provided still meet the requirements of authenticity, accuracy, integrity and effectiveness. I promise and guarantee that the information disclosure and application documents of this transaction are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and I am willing to bear individual and joint legal liabilities.
If the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or by the CSRC, the shares with interests in the listed company shall not be transferred until the investigation conclusion is formed, and the written application for suspension of transfer and stock account shall be submitted to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, The board of directors shall apply for locking to Shenzhen Stock Exchange and zhongdeng company on my behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit his identity information and account information to Shenzhen Stock Exchange and zhongdeng company after verification and apply for locking; If the board of directors fails to submit their identity information and account information to Shenzhen Stock Exchange and zhongdeng company, they authorize Shenzhen Stock Exchange and zhongdeng company to directly lock relevant shares. If the investigation concludes that there are violations of laws and regulations, I promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors. ” 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 the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the legal documents submitted to Shenzhen Stock Exchange are legal and effective.
It is hereby explained.
Wuxi Hodgen Technology Co.Ltd(300279) board of directors
May 18, 2022
