About Wuxi Dk Electronic Materials Co.Ltd(300842)
Forecast of daily related party transactions in 2022
Verification opinions
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ” and “sponsor”) as a sponsor of Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as ” Wuxi Dk Electronic Materials Co.Ltd(300842) ” and “company”) in the stage of initial public offering and continuous supervision of listing on the gem, in accordance with the administrative measures for securities Issuance and listing sponsor business Relevant provisions such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, listing rules of GEM stocks of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, etc, The forecast of daily related party transactions in Wuxi Dk Electronic Materials Co.Ltd(300842) 2022 has been carefully verified. The verification results are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Wuxi Dk Electronic Materials Co.Ltd(300842) the seventh meeting of the second board of directors and the seventh meeting of the second board of supervisors held on January 21, 2022 considered and adopted the proposal on confirmation of daily connected transactions in 2021 and prediction of daily connected transactions in 2022. According to the needs of daily production and operation, the company expects that the amount of daily related party transactions with the related party Dongguan SOTE Electronic Materials Co., Ltd. (hereinafter referred to as “Dongguan SOTE”) in 2022 will not exceed 60 million yuan; The total amount of daily related party transactions actually occurred by the company in 2021 is 119.2013 million yuan.
Shi Weili and Tang Ruide, the related directors of this proposal, have avoided voting. The independent directors expressed their prior approval opinions and independent opinions. According to the regulations of Shenzhen Stock Exchange GEM Listing Rules, the articles of association and relevant systems, this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation after being deliberated and approved by the board of directors. At that time, the affiliated shareholder Shi Weili and his concerted actors, Shenzhen Fuhai Xincai phase II venture capital fund partnership (limited partnership) Shenzhen Fuhai Xincai equity investment fund (limited partnership) needs to avoid voting.
The expected events of this daily connected transaction do not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and do not need to be approved by relevant departments.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
Related party transactions are expected to occur in 2022 and 2021
Related party transaction category related party content pricing principle amount (excluding tax) amount (excluding tax)
Sales to related parties refer to the fair market price
Products, commodities and special materials are determined by both parties through negotiation 60000.00 11920.13
Total — 60000.00 11920.13
(III) actual occurrence of daily connected transactions in 2020
The company held the third meeting of the second board of directors and the second meeting of the second board of supervisors on August 4, 2021
The three meetings and the fourth extraordinary general meeting of shareholders in 2021 held on August 20, 2021 were considered and adopted
According to the proposal on the prediction of daily connected transactions in 2021, the actual occurrence of daily connected transactions in 2021 is as follows:
Unit: 10000 yuan
Actual occurrence
The proportion of the actual expected amount of related transactions in the amount of similar transactions and the amount generated by the expected disclosure date and index trading content
Business proportion amount variance
On August 5, 2021, Phi sold the original Dongguan sales to the related parties exposed on cninfo.com Announcement on the prediction of annual daily related delivery of 2021 products and shangsote materials 11920.13 35000.00 100.00% – 65.94% (2021-069)
The board of directors of the company estimates the amount of daily related party transactions between the company and related parties in 2021 based on the business needs of related parties and the needs of upstream and downstream customers, and calculates the actual occurrence and expected deposit of possible businesses. The actual amount is determined based on the execution of orders and the bookkeeping amount of both parties, Description of large differences between receiving banks (if applicable)
Due to the influence of factors such as changes in industrial policies and market demand, there is great uncertainty. There is a certain difference between the actual amount of related party transactions between the company and related parties and the estimated amount, which belongs to positive
In normal operation, the daily related party transactions between the company and related parties in 2021 were fair and reasonable, and the pricing was fair.
The daily related party transactions between the company and related parties are the normal business behavior of the company’s independent directors on daily related parties according to the company’s strategic planning, which meets the needs of the operation and development of all parties.
There is a certain difference between the actual amount and the estimated amount of the company’s daily related party transactions in 2021, which is mainly due to the actual situation of the transactions and the expected changes in industrial policies Description of significant differences in the actual procurement needs of related parties caused by market supply and demand fluctuations and other factors (if appropriate, it is reasonable and does not damage the interests of the company and shareholders, so it is not necessary)
It will have a significant impact on the company’s current and future financial status and operating results, and will not affect the company’s independence.
Note 1: Dongguan DuPont Electronic Materials Co., Ltd. was renamed as Dongguan SOTE Electronic Materials Co., Ltd. in August 2021;
Note 2: the above data have not been audited. The amount incurred in 2021 has not been audited, which is the amount excluding tax, with
The entity shall be subject to the data disclosed in the audited annual report of the company in 2021;
Note 3: difference ratio between actual amount and estimated amount = (actual amount – estimated amount) / estimated amount × 100%
2、 Related person and relationship
(I) basic information
Name: Dongguan SOTE Electronic Materials Co., Ltd
Unified social credit Code: 91441900618335769e
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Huang Lei
Registered capital: 55.500839 million yuan
Date of establishment: March 31, 1994
Address: No. 66 Hongtu Road, Nancheng street, Dongguan City, Guangdong Province
Business scope: development, production and sales of special materials for semiconductors and components (electronic paste and electronic paste intermediate products). Wholesale, import and export business of semiconductors, components, special materials, related equipment and their parts and components (if it does not involve state-owned trade management commodities, but involves quota and license management commodities, the application shall be handled in accordance with the relevant provisions of the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Main shareholder: Dongguan SOTE is a wholly-owned subsidiary of Jiangsu SOTE Electronic Materials Co., Ltd. (hereinafter referred to as “Jiangsu SOTE”).
Financial data: the company and all shareholders of Jiangsu SOTE signed the agreement on issuing shares to purchase assets on July 15, 2021 and the supplementary agreement on issuing shares to purchase assets on December 30, 2021. Jiangsu SOTE and its subsidiaries are the target companies to be acquired by the company. The company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors on December 30, 2021, and respectively deliberated and adopted the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions. At present, the issue of issuing shares to purchase 100% equity of Jiangsu SOTE is being promoted. The accounting firm hired by the company is auditing Jiangsu SOTE and its subsidiaries, and the relevant financial data have not been finalized.
(II) relationship with the company
On December 30, 2021, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors, deliberated and adopted the proposal on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions respectively, and agreed that the company would purchase 100% of the equity of Jiangsu SOTE by issuing shares. See details disclosed by the company on cninfo.com.cn Relevant announcements on.
Shi Weili, the controlling shareholder and actual controller of the company, shares in Jiangsu SOTE and serves as a director of Jiangsu SOTE; More than 5% shareholders of the company, Shenzhen Fuhai Xincai phase II venture capital fund partnership (limited partnership), Shenzhen Fuhai Xincai equity investment fund (limited partnership), Jiangsu SOTE shareholders, Shenzhen Longyan Zhuoyue New Energy Co.Ltd(688196) investment partnership (limited partnership) and Shenzhen Fuhai excellence venture capital enterprise (limited partnership) are controlled by the same actual controller; The executive partners of Jiangsu SOTE shareholders Taizhou SOTE M & A Investment Fund (limited partnership) and Shanghai M & A equity investment fund phase II partnership (limited partnership) are Haitong M & a capital management (Shanghai) Co., Ltd. Wuxi Dk Electronic Materials Co.Ltd(300842) after issuing shares to purchase 100% equity of Jiangsu SOTE, Taizhou SOTE M & A Investment Fund (limited partnership) The total proportion of shares held by Shanghai M & A equity investment fund phase II partnership (limited partnership) is expected to exceed 5%. Based on the above circumstances, according to the relevant provisions of the GEM Listing Rules of Shenzhen Stock Exchange and the principle of substance over form, Jiangsu SOTE and its subsidiaries are recognized as related parties of the company, and the transactions between the company and Dongguan DuPont are regarded as related party transactions.
(III) performance capability analysis
Dongguan DuPont is registered and established according to law, exists legally and operates normally, has good credit status and has sufficient performance capacity.
3、 Main contents of related party transactions
(I) pricing policy and basis of related party transactions
The transaction between the company and Dongguan DuPont follows the principles of openness, fairness and impartiality. The transaction price is mainly determined according to the market price, and the transaction price is timely adjusted according to the changes of the market price. The pricing is fair and reasonable.
(II) main contents of related party transactions
The company mainly sells raw materials to Dongguan SOTE for its daily production and operation.
(III) signing of related party transaction agreement
The related party transaction agreement expected to occur in 2022 will be signed by the company and related parties within the expected limit of this daily related party transaction according to the actual needs of production and operation.
The board of directors requests the general meeting of shareholders to authorize the management of the company to sign relevant contracts and agreements with relevant related parties within the above expected limit of daily related party transactions in 2022 according to the business needs and actual situation of the company. The validity period of this authorization shall be effective within 12 months from the date when the company deliberates this matter and is adopted at the general meeting of shareholders.
4、 Transaction purpose and impact on the company
The daily related party transactions that the company intends to have with related parties are normal business activities carried out in accordance with the company’s strategic planning, which can make full use of the resources and advantages owned by all parties, realize rational allocation of resources and win-win cooperation, and meet the needs of operation and development of all parties.
Both parties to the transaction follow the principles of voluntariness, equality and mutual benefit, and the pricing is fair, which is conducive to the sustainable and stable development of the company. There is no damage to the interests of the listed company, nor does it affect the independence of the company, and the main business of the company will not rely on related parties due to such transactions.
5、 Relevant review procedures and review opinions
(I) deliberations of the board of directors
On January 21, 2022, the seventh meeting of the second board of directors of the company deliberated and adopted the proposal on the confirmation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022. The board of directors considered that the daily connected transactions to be conducted by the company with related parties were normal business activities, and the price of connected transactions was determined through negotiation according to the market price, There is no situation that affects the independence of the company and damages the interests of the company’s shareholders, especially the minority shareholders. Shi Weili and Tang Ruide, affiliated directors of the company, avoided the vote.
(II) opinions of independent directors
The independent directors of the company expressed their prior approval opinions on the matter and believed that the company’s daily related party transactions in 2022
