Wuxi Hodgen Technology Co.Ltd(300279) board of directors about
Description of this transaction meeting the review conditions of “small amount fast”
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”).
In accordance with the relevant provisions of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange, this transaction meets the review conditions of “small amount fast”. The details are as follows:
1. The purchase of assets by the listed company by issuing shares this time does not constitute a major asset reorganization as stipulated in Article 12 of the measures for the administration of major asset reorganization of listed companies;
2. Except for this transaction, the listed company has not issued shares to purchase assets in the last 12 months, and the transaction amount of this issuance of shares to purchase assets is 2592543 million yuan, no more than 500 million yuan;
3. The listed company in this transaction plans to purchase 31.08% equity of Hejing intelligent held by the counterparty by issuing shares. This transaction does not involve cash consideration;
4. 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;
5. The listed company and its controlling shareholders have not been subject to administrative punishment by the CSRC or public condemnation by the Shenzhen Stock Exchange in the past 12 months, have not committed other major dishonesty, and the listed company has no actual controller;
6. The independent financial advisers, securities service institutions and their related personnel of this transaction have not been subject to administrative punishment by the CSRC or disciplinary punishment by the Shenzhen Stock Exchange in the last 12 months.
To sum up, this transaction complies with the relevant provisions of Article 44 and 45 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange, and meets the review conditions of “small amount fast”.
It is hereby explained.
Wuxi Hodgen Technology Co.Ltd(300279) board of directors
May 18, 2022
