Securities code: 300842 securities abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) Announcement No.: 2022-003 Wuxi Dk Electronic Materials Co.Ltd(300842)
Special instructions on the progress of issuing shares to purchase assets and raising supporting funds and related party transactions and the inability to issue the notice of convening the general meeting of shareholders within the specified time
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.
Special tips:
1. Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as the “company”, “300842}” and “listed company”) in the “major risk tips” in the report on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (hereinafter referred to as the “draft of this transaction”) disclosed on December 31, 2021, The possible risk factors of this transaction and the approval procedures to be performed are disclosed in detail. Please pay attention to the investment risks.
2. As of the disclosure date of this announcement, in addition to the risk factors disclosed in this transaction draft, the company has not found any relevant matters that may lead to the cancellation, suspension or substantive change of this transaction plan by the board of directors or the counterparty of this transaction, and this transaction is in progress in an orderly manner. However, due to the wide range of audit, assessment and due diligence conducted by cross-border mergers and acquisitions, as well as the impact of New Coronavirus’s infection with pneumonia (hereinafter referred to as “COVID-19 epidemic”) and related prevention and control work, the relevant audit, evaluation and verification work has been greatly affected. The financial information in the report on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) disclosed by the company on December 31, 2021 has become invalid. The company plans to carry out a new audit and reconvene the board of directors to review the transaction.
3、 According to the provisions of Article 27 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 8 – major asset restructuring: “After the announcement of the first resolution of the board of directors to issue shares to purchase assets, if the board of directors fails to issue the notice of convening the general meeting of shareholders within 6 months, the listed company shall disclose the special explanation on the failure to issue the notice of convening the general meeting of shareholders within 6 months. The special explanation shall explain the reasons and specify whether to continue or terminate. If the promotion continues, the board of directors shall be reconvened to review the issuance For the purchase of assets by shares, the announcement date of the resolution of the board of directors shall be taken as the pricing benchmark date for the issuance of shares. “
1、 Basic information of this transaction
The company plans to issue shares to purchase 100% equity of Jiangsu SOTE Electronic Materials Co., Ltd. and to issue shares to no more than 35 specific objects to raise supporting funds (hereinafter referred to as “this transaction” and “this reorganization”). This transaction constitutes a major asset reorganization and related party transactions, but does not constitute reorganization and listing.
2、 Historical disclosure of this transaction
On July 1, 2021, the company applied to Shenzhen stock exchange for stock suspension since the opening of the market on July 2, 2021 due to planning to issue shares to purchase assets and raise supporting funds and related party transactions. It is expected that the suspension time will not exceed 10 trading days.
On July 15, 2021, the company held the second meeting of the second board of directors, deliberated and approved the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions and other proposals related to this transaction. For details, please refer to the company’s http://www.cn.info.com.cn Relevant announcements disclosed on. At the same time, the company disclosed the general risk warning on the disclosure of the plan for issuing shares to purchase assets and raising supporting funds and related party transactions and the suggestive announcement on the resumption of trading of the company’s shares (Announcement No.: 2021-061). Upon application to Shenzhen Stock Exchange, the trading of the company’s shares will resume from the opening of the market on Friday, July 16, 2021.
On September 22, 2021, the company opened the website at www.cn.info.com.cn The announcement on litigation matters involving the subject company of major asset restructuring (Announcement No.: 2021-089) was disclosed on the.
On December 30, 2021, the company held the sixth meeting of the second board of directors, deliberated and approved the proposal on and its abstract and other proposals related to this transaction, which were posted on cninfo.com.cn on December 31, 2021 The report on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) and its abstract were disclosed.
In addition to the above announcement, the company disclosed the progress announcement after the disclosure of the plan for issuing shares to purchase assets and raising supporting funds and related party transactions on August 14, 2021, September 13, 2021, October 13, 2021, November 12, 2021 and December 11, 2021 respectively.
3、 Special explanation on the inability to issue the notice of convening the general meeting of shareholders within the specified time for this transaction
According to the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (CSRC announcement [2016] No. 17), if the board of directors fails to issue the notice of convening the general meeting of shareholders within 6 months after the announcement of the first resolution of the board of directors on issuing shares to purchase assets, the listed company shall reconvene the board of directors to consider the issue of shares to purchase assets, The announcement date of the resolution of the board of directors shall be taken as the pricing benchmark date of the issued shares. Since the announcement time of the first resolution of the board of directors of this transaction is July 15, 2021, in accordance with the provisions on Several Issues Concerning Regulating the major asset restructuring of listed companies, the company shall send a notice of convening the general meeting of shareholders before January 15, 2022.
Since the first meeting of the board of directors and the disclosure of this transaction plan, the company and relevant parties have actively promoted all work of this transaction. However, due to the wide scope and heavy workload of audit, evaluation and due diligence of cross-border M & A, as well as the covid-19 epidemic and related prevention and control work, the promotion of audit, evaluation and verification related to this reorganization has been affected. The financial information in the report on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) disclosed by the company on December 31, 2021 has become invalid. The company plans to carry out a new audit and reconvene the board of directors to review the transaction.
Due to the above reasons, the company cannot send the notice of convening the general meeting of shareholders before January 15, 2022. 4、 Follow up arrangement of this transaction
At present, the company is organizing intermediaries to carry out a new phase of audit on the target company, and scientifically formulate a work plan in combination with the current overall situation of epidemic prevention and control. The company will reconvene the board of directors and the general meeting of shareholders to reconsider the relevant matters of this transaction. The company will perform the relevant follow-up approval and information disclosure procedures in accordance with the relevant laws and regulations.
5、 Risk tips
This transaction plan still needs to be reconsidered by the board of directors of the company, which has passed the review of the general meeting of shareholders of the company, the review of Shenzhen Stock Exchange, and the registration and consent of China Securities Regulatory Commission to implement this transaction. Whether the transaction can obtain the above approval, review or filing, and the final time of obtaining such approval, review or filing are uncertain. The company solemnly reminds investors to make prudent decisions and pay attention to investment risks.
All information of the company shall be subject to the announcement disclosed on the gem information disclosure media designated by the CSRC. Please pay attention to the follow-up announcement of the company and pay attention to the investment risk.
It is hereby announced.
Wuxi Dk Electronic Materials Co.Ltd(300842) board of directors January 17, 2022
