Securities code: Wuxi Hodgen Technology Co.Ltd(300279) securities abbreviation: Wuxi Hodgen Technology Co.Ltd(300279) listing place: Shenzhen Stock Exchange Wuxi Hodgen Technology Co.Ltd(300279)
Summary of the report on issuing shares to purchase assets and raising supporting funds (Draft)
Transaction type counterparty
Anhui Hi tech investment new material industry fund partnership (limited partnership)
Issue shares to purchase assets Huaibei growth small and medium-sized enterprise fund Co., Ltd
Huaibei Shanda Construction Investment Co., Ltd
No more than 35 specific objects that meet the requirements of the CSRC shall be raised with supporting funds
Independent financial advisor
Date of signature: May, 2002
Company statement
1. The purpose of the summary of this report is only to provide the public with a brief information about the reorganization, and does not include all parts of the full text of the transaction report. The full text of the trading report is also published on the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）Website; Refer to the report of Wuxi Hodgen Technology Co.Ltd(300279) issuing shares to purchase assets and raise supporting funds (Draft) for the reference method of documents for future reference.
2. The company has provided information and documents related to this transaction (including but not limited to original written materials, copy materials or oral information). The company guarantees that the copies or copies of the documents provided are consistent with the original or the original, and the signatures and seals of such documents are true, and the signatories of such documents have legally authorized and effectively signed such documents; Ensure that the relevant information provided for this exchange is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided.
3. There are no false records, misleading statements or major omissions in the information disclosure and application documents of the company about this transaction. If the information provided or disclosed in this transaction is suspected of false records, misleading statements or major omissions, resulting in losses to investors, the company will be liable for compensation according to law.
3. The matters stated in this report and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shenzhen Stock Exchange on matters related to this transaction. The entry into force and completion of the matters related to this transaction described in this report and its summary have yet to be approved by the general meeting of shareholders, reviewed by Shenzhen Stock Exchange, registered by China Securities Regulatory Commission and approved by other relevant examination and approval authorities. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company’s shares or the income of investors.
4. After the completion of this transaction, the company shall be responsible for the changes of the company’s operation and income; The investor shall be responsible for the investment risk caused by this transaction. When evaluating the company’s transaction, investors should seriously consider the risk factors disclosed in the report in addition to the contents of the report and the relevant documents disclosed at the same time.
5. If investors have any questions about the report and abstract, they should consult their own stockbroker, lawyer, professional accountant or other professional consultants.
Counterparty statement
The counterparties 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. all of the above counterparties have issued commitments:
“The documents, materials and information related to this transaction provided by the enterprise to the listed company and the intermediary institutions providing professional services such as audit, evaluation, legal and financial consulting for this transaction are true, accurate and complete, 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 correct True and has performed the legal procedures required for such signing and sealing and obtained legal authorization.
There are no false records, misleading statements or major omissions in the information disclosure and application documents of the enterprise about this transaction. If the information provided or disclosed in this transaction is suspected of false records, misleading statements or major omissions, resulting in losses to investors, the enterprise will be liable for compensation according to law.
According to the process of this transaction, the enterprise will provide relevant information and documents in a timely manner in accordance with laws, regulations, rules and relevant provisions of the CSRC and the Shenzhen Stock Exchange, and ensure that the information and documents continuously provided still meet the requirements of authenticity, accuracy, integrity and effectiveness.
The enterprise promises and guarantees that the information and documents provided by the enterprise on this exchange 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. 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 behalf of the enterprise; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the identity information and account information of the enterprise to Shenzhen Stock Exchange and zhongdeng company after verification and apply for locking; If the board of directors fails to submit the identity information and account information of the enterprise to Shenzhen Stock Exchange and zhongdeng company, it authorizes Shenzhen Stock Exchange and zhongdeng company to directly lock relevant shares. If the investigation concludes that there are violations of laws and regulations, the enterprise promises to lock in shares and voluntarily use them for compensation arrangements for relevant investors. “
Intermediary statement
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd., the independent financial consultant of this transaction, promises that if there are false records, misleading statements or major omissions in the application documents issued by this company for this transaction, and this company fails to be diligent and responsible, it will bear joint and several liability for compensation.
Beijing Tianchi Juntai law firm, the legal adviser of this transaction, promises that if there are false records, misleading statements or major omissions in the application documents issued by this exchange for this transaction, if this exchange fails to be diligent and responsible, it will bear joint and several liability for compensation.
Zhongxi Certified Public Accountants (special general partnership), the auditor of this transaction, promises that if there are false records, misleading statements or major omissions in the application documents issued by this exchange for this transaction, if this exchange fails to be diligent and responsible, it will bear joint and several liability for compensation.
Bei Northking Information Technology Co.Ltd(002987) ASI asset appraisal firm (special general partnership), the asset appraisal institution of this transaction, promises that if there are false records, misleading statements or major omissions in the application documents issued by this exchange for this transaction, this exchange will bear corresponding joint liabilities if it fails to be diligent and responsible.
catalogue
The company declares that 1. The counterparty declares that 2 intermediary statement 3 interpretation 6. Tips on major issues eight
1、 Overview of this transaction plan eight
2、 The issuance of shares in this transaction 9 III. this transaction does not constitute a major asset reorganization, a related party transaction or a reorganization and listing, and meets the audit conditions of “small amount fast” eleven
4、 Brief description of the evaluation of the subject matter of the transaction fourteen
5、 Performance commitment, performance compensation and impairment compensation fifteen
6、 Interim profit and loss arrangements fifteen
7、 The target company is in line with the gem positioning fifteen
8、 The impact of this transaction on listed companies fifteen
9、 Decision making process and approval of this transaction seventeen
10、 Important commitments made by the parties involved in this transaction 11. Principled opinions of the controlling shareholders of the listed company and those acting in concert on this reorganization 28 XII. Share reduction plan of controlling shareholders and their persons acting in concert, directors, supervisors and senior managers twenty-eight
13、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction twenty-nine
14、 Sponsor qualification of independent financial adviser thirty
15、 Other matters that need to remind investors of their key concerns 31 major risk tips thirty-two
1、 Approval risk thirty-two
2、 Risk of suspension, suspension or cancellation of transactions thirty-two
3、 Risk of dilution of earnings per share and return on net assets thirty-two
4、 The risk of insufficient raising of supporting funds thirty-two
5、 The risk of this transaction without performance commitment and compensation arrangement thirty-three
6、 Stock price fluctuation risk 33 overview of this transaction thirty-four
1、 Background and purpose of this transaction thirty-four
2、 Decision making process and approval of this transaction thirty-eight
3、 This transaction plan thirty-nine
4、 The impact of this transaction on listed companies forty-three
5、 Other notes on this transaction forty-five
interpretation
In the summary of this report, unless the context otherwise requires, the following abbreviations have the following specific meanings: Wuxi Hodgen Technology Co.Ltd(300279) / listed company / public company Wuxi Hodgen Technology Co.Ltd(300279) company
Jingzhou Huihe refers to Jingzhou Huihe equity investment partnership (limited partnership)
Hejing intelligent / target company refers to Wuxi Hejing Intelligent Technology Co., Ltd
The transaction target / target asset refers to the 31.08% equity of Hejing intelligence held by the counterparty
Anhui new material fund refers to Anhui Hi tech investment new material industry fund partnership (limited partnership)
Huaibei small and medium-sized fund refers to Huaibei growth small and medium-sized enterprise fund Co., Ltd
Huaibei Shanda construction investment refers to Huaibei Shanda Construction Investment Co., Ltd
The counterparties refer to Anhui new materials fund, Huaibei small and medium-sized fund and Huaibei Shanda construction investment
Parties to the transaction refer to the listed company and the counterparty
The report refers to the report on Wuxi Hodgen Technology Co.Ltd(300279) issuing shares to purchase assets and raising supporting funds (Draft)
The summary of this report refers to the summary of the report on Wuxi Hodgen Technology Co.Ltd(300279) issuing shares to purchase assets and raising supporting funds (Draft)
This issuance of shares to purchase assets refers to the behavior of the listed company issuing shares to the counterparty to purchase 31.08% of the equity of the target company held by it
This reorganization and this transaction refer to the behavior of listed companies issuing shares to counterparties, purchasing 31.08% equity of the target company held by them and raising supporting funds
The agreement on issuing shares to purchase assets refers to the agreement on issuing shares to purchase assets signed by Wuxi Hodgen Technology Co.Ltd(300279) and Anhui new material fund, Huaibei small and medium-sized fund and Huaibei Shanda proposal respectively
The supplementary agreement refers to the supplementary agreement to the agreement on issuing shares to purchase assets signed by Wuxi Hodgen Technology Co.Ltd(300279) and Anhui new materials fund, Huaibei small and medium-sized fund and Huaibei Shanda construction investment respectively
Subscription intention agreement refers to the subscription intention agreement for issuing shares to specific objects with conditional effect signed by Wuxi Hodgen Technology Co.Ltd(300279) and Anhui new material fund
The reporting period / the last two years refer to 2020 and 2021
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The reorganization management measures refer to the management measures for major asset reorganization of listed companies (revised in 2020)
The administration of gem issuance registration refers to the measures for the administration of securities issuance registration of GEM listed companies (for Trial Implementation)
The measures for continuous supervision refers to the measures for continuous supervision of companies listed on GEM (for Trial Implementation)
The reorganization review rules refer to the review rules for major asset reorganization of companies listed on the gem of Shenzhen Stock Exchange (revised in 2021)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies offering securities to the public – major asset restructuring of listed companies (revised in 2022)
Independent financial advisor / orient investment refers to the Bank of Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd
Legal adviser / Tianchi Juntai refers to Beijing Tianchi Juntai law firm
Audit institution / Zhongxi certified public accountants refers to Zhongxi Certified Public Accountants (special general partnership)
Appraisal institution / North Asia refers to the assets of North Northking Information Technology Co.Ltd(002987) Asia
