Securities code: 300842 securities abbreviation: Wuxi Dk Electronic Materials Co.Ltd(300842) Announcement No.: 2022-007 Wuxi Dk Electronic Materials Co.Ltd(300842)
Announcement on the forecast of daily connected transactions in 2022
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.
1、 Basic information of daily connected transactions
1. Overview of daily connected transactions
Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as “the company” or ” Wuxi Dk Electronic Materials Co.Ltd(300842) “) deliberated and adopted the proposal on confirmation of daily connected transactions in 2021 and prediction of daily connected transactions in 2022 at the seventh meeting of the second board of directors held on January 21, 2022, with 7 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes. 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 was 119.2013 million yuan.
Shi Weili and Tang Ruide, the related directors of this proposal, have avoided voting. The independent directors issued their prior approval opinions and independent opinions, and the recommendation institution issued verification opinions. In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this proposal, after being deliberated and approved by the board of directors, needs to be submitted to the general meeting of shareholders of the company for deliberation. 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) will 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.
2. Estimated category and amount of daily connected transactions
Related party transactions related party transactions in 2022 are expected from January to December 2021
Related party transaction category related party content pricing principle amount incurred amount
(tax excluded) (tax excluded)
Sales of raw materials from Dongguan SOTE to related parties refer to the market fair price of 60000.00 11920.13
Product and commodity materials shall be determined by both parties through negotiation
Total — 60000.00 11920.13
3. Actual occurrence of daily connected transactions in 2021
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 of other people’s easy content in the index is estimated
Frontal difference
On August 5, 2021, Phi sold to the related parties exposed on cninfo.com, Dongguan sales original 11920.13 35000.00 100% – 65.94% Announcement on the prediction of annual daily related delivery of products and materials in 2021 (2021-069)
The estimated amount of daily connected transactions between the company and related parties in 2021 is calculated by the board of directors of the company based on the business needs of related parties and the needs of upstream and downstream customers. The actual amount is determined according to the order execution and the bookkeeping amount of both parties, Due to the actual situation and expected changes in industrial policies, changes in market demand and other factors, there is great uncertainty. Description of large difference (if applicable) it is normal business behavior that there is a certain difference between the actual related party transactions and the estimated amount between the company and related parties. The daily related party transactions between the company and related parties in 2021 are fair and reasonable, and the pricing is fair.
The daily related party transactions between the company and related parties are normal business activities carried out according to the company’s strategic planning and meet the needs of the operation and development of all parties. In 2021, there was a certain difference between the actual amount and the estimated amount of daily related party transactions of the company’s independent directors, which was mainly due to the change of the description (if applicable) of the large difference between the actual situation and the estimated actual procurement requirements of related parties caused by industrial policy changes, market supply and demand fluctuations and other factors, which was reasonable, There is no situation that damages the interests of the company and shareholders, which will not have a significant impact on the current and future financial status and operating results of the company, nor will it affect the independence of the company.
Note: 1. Dongguan DuPont Electronic Materials Co., Ltd. was renamed Dongguan SOTE Electronic Materials Co., Ltd. in August 2021; 2. The above data have not been audited. The amount incurred in 2021, which has not been audited, is the amount excluding tax, which shall be subject to the data disclosed in the audited company’s 2021 annual report; 3. Variance ratio between actual amount and estimated amount = (actual amount – estimated amount) / estimated amount × 100%
2、 Related person and relationship
1. 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 with the approval of 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.
2. 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 Shenzhen Stock Exchange GEM Listing Rules 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 SOTE are regarded as related party transactions.
3. Performance capability analysis
Dongguan SOTE is registered and established in accordance with the 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 SOTE 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
（1） 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.
（2） Opinions of independent directors
The independent directors of the company expressed their prior approval opinions on the matter and held that the daily connected transactions of the company in 2022 are expected to be the normal business behavior of the company, the transaction price is based on the market fair price, follows the principles of openness, fairness and impartiality, and there is no situation that affects the independence of the company and damages the interests of the shareholders of the company, especially the minority shareholders, It will not affect the independence of the company. We agree to submit this proposal to the board of directors of the company for deliberation, and the related directors shall withdraw from voting.
