Securities code: Wuxi Hodgen Technology Co.Ltd(300279) securities abbreviation: Wuxi Hodgen Technology Co.Ltd(300279) Announcement No.: 2022041 Wuxi Hodgen Technology Co.Ltd(300279)
Announcement on the resolution of the 6th meeting of the 5th board of directors
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.
The sixth meeting of the 5th board of directors of Wuxi Hodgen Technology Co.Ltd(300279) (hereinafter referred to as “the company” and ” Wuxi Hodgen Technology Co.Ltd(300279) “) was held on May 18, 2022 in the conference room of the company at No. 5 Hanjiang Road, Wuxi City in the form of on-site combined communication. The meeting notice was delivered to all directors by communication or direct delivery on May 16, 2022. The meeting was presided over by the chairman, Mr. Feng Hongtao. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening procedure of this meeting complies with the relevant provisions of the company law and other laws, administrative regulations, normative documents and the articles of association. After voting and signing by the directors present at the meeting, the resolution is as follows:
1、 Deliberated and passed the proposal on the compliance of Wuxi Hodgen Technology Co.Ltd(300279) issuing shares to purchase assets and raising matching funds with relevant laws and regulations
In accordance 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 measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation) and other laws, regulations, departmental rules and normative documents, and in combination with the analysis and demonstration of the actual operation of the company and the matters related to the purchase of assets and the raising of supporting funds by issuing shares this time, The board of directors of the company believes that the company’s issuance of shares to purchase assets and raise matching funds meet the conditions specified in laws, regulations and normative documents.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on Wuxi Hodgen Technology Co.Ltd(300279) issuing shares to purchase assets and raising matching funds was deliberated and passed item by item
1. Overall plan of this transaction
The company plans to issue shares to Anhui Hi tech investment new materials industry fund partnership (limited partnership), Huaibei growth small and medium-sized enterprise fund Co., Ltd Huaibei Shanda Construction Investment Co., Ltd. (hereinafter collectively referred to as the “counterparty”) purchased 31.08% equity of Wuxi Hejing Intelligent Technology Co., Ltd. (hereinafter referred to as “Hejing intelligent” or “target company”) (hereinafter referred to as “assets purchased by issuing shares”, and 31.08% equity of Hejing intelligent (hereinafter referred to as “target assets”), At the same time, it is planned to raise supporting funds by issuing shares to no more than 35 qualified specific objects. All the supporting funds raised this time are intended to supplement working capital (hereinafter referred to as “this transaction”).
The underlying asset of this transaction is 31.08% equity of Hejing intelligence. According to the asset appraisal report on the value of all shareholders’ equity of Wuxi Hejing Intelligent Technology Co., Ltd. (hereinafter referred to as the “asset appraisal report”) issued by Beifang Yashi pingbao Zi [2022] No. 01-364 issued by Beifang Northking Information Technology Co.Ltd(002987) Yashi Asset Appraisal Office (special general partnership) (hereinafter referred to as “Beifang Yashi”), the appraisal value of the subject asset is 259254300 yuan, After negotiation between the two parties, the valuation of the underlying assets of this transaction is 2592543 million yuan.
The raising of matching funds is based on the premise of issuing shares to purchase assets, but the success of raising matching funds will not affect the implementation of issuing shares to purchase assets. The final issuance quantity of raising matching funds will be subject to the quantity approved by Shenzhen Stock Exchange and registered by China Securities Regulatory Commission.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. Issue shares to purchase assets
(1) Type, par value and listing place of issued shares
The type of shares to be issued in this transaction is RMB A-share ordinary shares, with a par value of 1.00 yuan per share, and the listing place is Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(2) Underlying assets
Hejing intelligence has a 31.08% stake.
There were no affirmative votes and 9 abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(3) Distribution object
The objects of this issuance of shares to purchase assets are Anhui Hi 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.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(4) Pricing base date, pricing method and price of issued shares
1) Pricing base date
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the first board of directors (i.e. the third meeting of the Fifth Board of directors) to consider matters related to this transaction, i.e. March 31, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2) Pricing method and price
According to the relevant provisions of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation), if a listed company issues shares to purchase assets, the price of the issued shares shall not be lower 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 pricing benchmark date. The average trading price of shares 20 trading days, 60 trading days and 120 trading days before the company’s pricing benchmark date is shown in the table below:
Average stock trading price calculation interval average trading price (yuan / share) average trading price 80% (yuan / share)
7.8388 6.2710 in the first 20 trading days
7.7754 6.2203 in the first 60 trading days
7.5054 6.0044 in the first 120 trading days
Note: average trading price = total trading volume of the company’s shares on several trading days before the pricing benchmark date / total trading volume of the company’s shares on several trading days before the pricing benchmark date.
Through friendly negotiation between all parties to the transaction, the issuance price of the issued shares to purchase assets is 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.
During the period from the pricing benchmark date of the purchase of assets by issuing shares to the issuance date, if the company implements ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price of the purchase of assets by issuing shares shall be adjusted accordingly in accordance with the relevant rules of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(5) Number of shares issued
In this transaction, the transaction consideration for the company to issue shares to purchase assets is 2592543 million yuan. Calculated according to the issuance price of 6.23 yuan / share, the total number of shares to be issued this time is 41613852 shares. The specific distribution method is as follows:
No. consideration of the counterparty’s shares (10000 yuan) number of shares issued (shares)
Anhui Hi tech investment new material industry fund
1. Partnership (limited partnership) 108022617339105
Huaibei growth SME fund
2 10,802.26 17,339105
limited company
3 Huaibei Shanda Construction Investment Co., Ltd. 4320916935642
Note 1: the number of shares issued this time (i.e. the number of shares issued corresponding to the share consideration) = the transaction consideration paid in shares ÷ the issue price.
Note 2: the number of new shares obtained by the counterparty calculated according to the above formula shall be rounded down to shares, and the part less than one share shall be included in the capital reserve.
If the company implements ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of the purchase of assets by issuing shares to the issuance date, the issuance price of the purchase of assets by issuing shares will be adjusted accordingly in accordance with the relevant rules of China Securities Regulatory Commission and Shenzhen Stock Exchange, and the number of issued shares will be adjusted accordingly.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(6) Price adjustment mechanism
The issue price adjustment mechanism will not be set for this transaction.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(7) Lock up period arrangement
The Wuxi Hodgen Technology Co.Ltd(300279) new shares acquired by the counterparty for the purchase of assets through the issuance of shares shall not be transferred within 12 months from the date of the end of the issuance ( Wuxi Hodgen Technology Co.Ltd(300279) the date when the shares issued to the counterparty for the purchase of assets through the issuance of shares are listed on the Shenzhen Stock Exchange), If the counterparty has continuously owned interests in the underlying assets used to subscribe for Wuxi Hodgen Technology Co.Ltd(300279) newly issued shares for less than 12 months, the Wuxi Hodgen Technology Co.Ltd(300279) new shares acquired by the counterparty under the purchase of assets by issuing shares shall not be transferred within 36 months from the date of the end of the issuance.
If such shares are increased due to the company’s implementation of bonus shares, conversion of capital stock and other reasons, they shall also be locked in accordance with the above-mentioned locking period.
If the above lock-in period is inconsistent with the latest regulatory opinions of the regulatory authority, the counterparty will make corresponding adjustments according to the latest regulatory opinions of the regulatory authority. After the expiration of the above-mentioned lock-in period, it shall be implemented in accordance with the relevant provisions of the relevant regulatory authority.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(8) Transitional arrangements
The transition period is from the audit base date / evaluation base date (excluding the date) of the underlying asset to the delivery date. During the transition period, the profits and losses of Hejing intelligence shall be enjoyed and borne by the listed company.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(9) Accumulated undistributed profit arrangement
During the transition period, if Hejing intelligent decides to pay dividends in accordance with its articles of association, the dividends to the counterparty shall be temporarily kept by Hejing intelligent. If the transaction is successfully settled, Hejing intelligent shall pay them to the company; If this transaction fails, Hejing intelligent will pay to the counterparty. The accumulated undistributed profits before the delivery date shall be enjoyed by the shareholders after the completion of this transaction in proportion to their shareholding.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3. Issue shares to raise supporting funds
(1) Type, par value and listing place of issued shares
The type of shares issued by the raised matching funds is RMB ordinary shares (A shares), with a par value of 1.00 yuan per share. The listing place is Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(2) Distribution object
The company plans to issue shares to no more than 35 specific objects to raise supporting funds.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(3) Issue price
The pricing base date of the matching funds raised by the company’s issuance of shares this time is the first day of the issuance period, and the issuance price shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (average trading price of shares 20 trading days before the pricing base date = total trading volume of shares 20 trading days before the pricing base date / total trading volume of shares 20 trading days before the pricing base date). After the final issuance price of the shares issued by the raised matching funds is reviewed and approved by Shenzhen Stock Exchange and approved by the CSRC for registration, the board of directors of the company shall negotiate with the independent financial adviser of the transaction within the scope of authorization of the general meeting of shareholders and according to the subscription quotation of the issuing object.
If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of the supporting funds raised by issuing shares to the issuance date, the issuance price of the supporting funds raised by issuing shares will be adjusted accordingly in accordance with the relevant rules of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(4) Issuance quantity and supporting financing scale
The listed company plans to raise supporting funds by non-public offering of shares to no more than 35 specific investors who meet the conditions stipulated by the CSRC, and the total amount of supporting funds raised 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 exceed 1% of the transaction price of purchasing assets by issuing shares in this transaction
